NETWOLVES CORP
8-K, 1999-07-21
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                          Date of Report: July 7, 1999
                        (Date of earliest event reported)


                              NETWOLVES CORPORATION
             (Exact name of registrant as specified in its charter)



    New York                        000-25831                       11-3439392
- --------------------------------------------------------------------------------
(State or other                    (Commission                    (IRS Employer
jurisdiction of                    File Number)                   Identification
incorporation)                                                        Number)


200 Broadhollow Road, Suite 207, Melville, New York                   11747
- --------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)



Registrant's telephone number including area code                 (516) 393-5016
                                                                   -------------


         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)
<PAGE>
Item 2.   Acquisition or Disposition of Assets

     (a) On July 7, 1999,  NetWolves  Corporation  (the "Company")  acquired the
outstanding  capital stock of the Sullivan  Group in exchange for 180,000 shares
of the  Company's  outstanding  common  stock.  David H.  Sullivan and Martin E.
Cunningham,  the  founders of the  Sullivan  Group,  will be Chairman  and Chief
Executive  Officer,  respectively,  of the Company's new subsidiary,  TSG Global
Web, Inc. Pursuant to the terms of the acquisition, the five principal employees
of the Sullivan Group, including Messrs. Sullivan and Cunningham,  will continue
operating this subsidiary under long term employment agreements.

     (b) The Sullivan Group is the  pre-eminent  training and consulting firm to
the  petroleum,  automotive  aftermarket  and  convenience  store  industry with
clients  comprising the top 100 companies in the world.  The Company  intends to
combine the training content and consulting  services of the Sullivan Group with
the Company's  internet delivery system to allow training and management content
to be simultaneously broadcast through the internet to customers.

Item 7:   Financial Statements, Pro Forma Financial Information and Exhibits


     (a) (i) Financial Statements of Businesses Acquired.  The Company will file
the required financial statements on Form 8-K/A as soon as practicable,  but not
later than sixty days after the required filing date of this report.

     (ii) Pro Forma  Financial  Information.  Any required  pro forma  financial
information  also  will be filed on Form  8-K/A  within  sixty  days  after  the
required filing date of this report.

     (b)  Exhibits

     2.1 Agreement  and Plan of Merger dated as of July 7, 1999 among  NetWolves
Corporation,  TSG Global  Education  Web,  Inc., a  wholly-owned  subsidiary  of
NetWolves  Corporation  and  Sales and  Management  Consulting,  Inc.  d/b/a The
Sullivan Group and Duffy-Vinet Institute.

     10.1  Shareholders'  Agreement  dated  July 7, 1999 by and among TSG Global
Education  Web, Inc. , NetWolves  Corporation,  Martin E.  Cunningham,  David H.
Sullivan, Ronald B. Collins, John J. Phelan and Daniel J. Molloy.

     10.2  Employment  Agreement  dated as of July 7, 1999  between  TSG  Global
Education Web, Inc. and David H. Sullivan.

     10.3  Employment  Agreement  dated as of July 7, 1999  between  TSG  Global
Education Web, Inc. and Martin E. Cunningham.

     10.4  Employment  Agreement  dated as of July 7, 1999  between  TSG  Global
Education Web, Inc. and Ronald B. Collins.
<PAGE>
     10.5  Employment  Agreement  dated as of July 7, 1999  between  TSG  Global
Education Web, Inc. and John J. Phelan.

     10.6  Employment  Agreement  dated as of July 7, 1999  between  TSG  Global
Education Web, Inc. and Daniel J. Molloy.


                                   Signatures
                                   ----------

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.

                                   NETWOLVES CORPORATION

                                   /s/ Walter M. Groteke
                                   ----------------------------
                                   Walter M. Groteke, President
Dated:  July 21, 1999


                          AGREEMENT AND PLAN OF MERGER


     AGREEMENT AND PLAN OF MERGER,  dated as of July 7, 1999 (this "Agreement"),
among NETWOLVES CORPORATION, a New York corporation,  ("NetWolves"),  TSG Global
Education  Web,  Inc.,  a  Delaware  corporation  and  a  direct,   wholly-owned
subsidiary of NetWolves  ("TSG"),  and SALES AND  MANAGEMENT  CONSULTING,  INC.,
d/b/a, THE SULLIVAN GROUP and DUFFY-VINET INSTITUTE, a Connecticut corporation (
"SMCI"),   and  the  persons  whose   signatures   appear  at  the  foot  hereof
(individually a "Stockholder" and collectively the "Stockholders".

                              W I T N E S S E T H:

     WHEREAS,  the Boards of Directors of NetWolves,  and the Board of Directors
and  Stockholders  of TSG and SMCI have each determined that it is advisable and
in the best interests of their  respective  shareholders  for NetWolves to cause
SMCI to merge with and into TSG upon the terms and subject to the conditions set
forth herein;

     WHEREAS,  in  furtherance of such  combination,  the Boards of Directors of
NetWolves,  and the Board of Directors  and  Stockholders  of SMCI and SMCI have
each approved the merger (the  "Merger") of SMCI with and into TSG in accordance
with  the  applicable   provisions  of  the  Delaware  General  Corporation  Law
("Delaware  Law"),  and upon the terms and subject to the  conditions  set forth
herein; and

     WHEREAS,  pursuant to the  Merger,  each  outstanding  share (a "Share") of
SMCI's Common Stock,  par value $100.00 per share (the "Company  Common Stock"),
subject to the  provisions of Section 1.7,  shall be converted into the right to
receive the Merger Consideration (as defined in Section 1.6(a)),  upon the terms
and subject to the conditions set forth herein;

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and  agreements  herein  contained,  and  intending to be legally  bound hereby,
NetWolves, TSG, SMCI and the Stockholders hereby agree as follows:

                                    ARTICLE I
                                   THE MERGER

     SECTION  1.1 The Merger  (a)  Effective  Time.  At the  Effective  Time (as
defined in Section  1.2),  and subject to and upon the terms and  conditions  of
this  Agreement  and Delaware  Law,  SMCI shall be merged with and into TSG, the
separate corporate  existence of SMCI shall cease, and TSG shall continue as the
Surviving  TSG.  TSG as the  Surviving  TSG  after  the  Merger  is  hereinafter
sometimes referred to as the "Surviving TSG."

          (b)  Closing.  The  consummation  of the  Merger  will  take  place as
promptly  as  practicable  (and in any event  within two  business  days)  after
satisfaction  or waiver of the  conditions set forth in Article V at the offices
of Blau, Kramer, Wactlar & Lieberman, P.C., 100 Jericho Quadrangle, Jericho, New
York,  unless another date, time or place is agreed to in writing by the parties
hereto.
<PAGE>
     SECTION 1.2 Effective Time. The parties hereto shall cause the Merger to be
consummated  by filing a certificate of merger as  contemplated  by Delaware Law
(the "Certificate of Merger"),  together with any required related certificates,
with the  Secretary of State of the State of Delaware,  in such form as required
by, and executed in accordance  with the relevant  provisions  of,  Delaware Law
(the time of such filing being the "Effective Time"), attached as Exhibit 1.2.

     SECTION 1.3 Effect of the Merger.  At the Effective Time, the effect of the
Merger shall be as provided in this Agreement, the Certificate of Merger and the
applicable  provisions of Delaware Law.  Without  limiting the generality of the
foregoing,  and subject  thereto,  at the  Effective  Time (i) the Surviving TSG
shall possess all the rights, privileges, immunities, powers and purposes of TSG
and SMCI, (ii) all the property,  real and personal,  including subscriptions to
shares, causes of action and every other asset of TSG and SMCI shall vest in the
Surviving  TSG without  further act or deed,  and (iii) the  Surviving TSG shall
assume and be liable for all the  liabilities,  obligations and penalties of TSG
and SMCI.

     SECTION 1.4  Certificate  of  Incorporation;  By-Laws.  (a)  Certificate of
Incorporation.  At the Effective Time, the Certificate of  Incorporation of TSG,
as in effect  immediately  prior to the Effective Time, shall be the Certificate
of Incorporation  of the Surviving TSG until  thereafter  amended as provided by
Delaware Law and such Certificate of Incorporation.

          (b) By-Laws. The By-Laws of TSG, as in effect immediately prior to the
Effective  Time,  shall be the  By-Laws of the  Surviving  TSG until  thereafter
amended as provided by Delaware Law, the  Certificate  of  Incorporation  of the
Surviving TSG and such By-Laws.

     SECTION 1.5 Directors and Officers.  The directors of TSG immediately prior
to the Effective Time shall be the initial  directors of the Surviving TSG, each
to hold office in accordance with the Certificate of  Incorporation  and By-Laws
of the Surviving TSG, and the officers of TSG immediately prior to the Effective
Time shall be the  initial  officers  of the  Surviving  TSG, in each case until
their respective successors are duly elected or appointed and qualified.

     SECTION 1.6 Effect on Capital  Stock.  At the Effective  Time, by virtue of
the Merger and without  any action on the part of  NetWolves,  TSG,  SMCI or the
holders of any of the following securities:

           (a) Conversion of Shares.

               (i) NetWolves shall  contribute  180,000 shares of its 0.0033 par
          value Common  Stock  ("NetWolves  Common  Stock") to TSG to be used to
          acquire SMCI;

               (ii) Each  share of SMCI  Common  Stock  issued  and  outstanding
          immediately  prior to the Effective  Time shall be converted  into the
          right to receive 300  validly  issued,  fully paid and non  assessable
          shares of NetWolves Common Stock;
<PAGE>
               (iii)  Each share of SMCI  Common  Stock  issued and  outstanding
          immediately  prior to the  Effective  Time shall be  converted  to and
          exchanged  for 300 fully paid and non  assessable  shares of NetWolves
          Common Stock;

               (iv)  Then the  Merger  of SMCI  into TSG  shall  occur  with TSG
          Surviving in accordance  with the  Certificate  of Merger set forth in
          Exhibit 1.2; and

               (v) The 180,000  shares of NetWolves  Common Stock referred to in
          (i),  (ii) and (iii) above is  collectively  referred to herein as the
          "Merger Consideration".

          (b) Cancellation. Each share of SMCI Common Stock held in the treasury
of SMCI shall, by virtue of the Merger and without any action on the part of the
holder thereof, cease to be outstanding, be canceled and retired without payment
of any consideration therefor and cease to exist.

          (c) No Liability.  Neither NetWolves,  TSG nor SMCI shall be liable to
any holder of Company Common Stock for any Merger  Consideration  delivered to a
public  official  pursuant  to any  applicable  abandoned  property,  escheat or
similar law.

          (d)  Withholding  Rights.  NetWolves  shall be  entitled to deduct and
withhold  from the  Merger  Consideration  otherwise  payable  pursuant  to this
Agreement  such amounts as  NetWolves  is required to deduct and  withhold  with
respect to the making of such payment  under the Internal  Revenue Code of 1986,
as amended (the "Code") or any provision of state,  local or foreign tax law. To
the extent that  amounts are so withheld by  NetWolves,  such  withheld  amounts
shall be treated for all  purposes of this  Agreement as having been paid to the
holder of the Shares in respect of which such deduction and withholding was made
by NetWolves.

     SECTION 1.7 Delivery of Merger Consideration.  As soon as practicable after
the  Effective  Time,  the  Secretary of the  Surviving TSG and the Secretary of
NetWolves  shall take such action as may be  appropriate in order to deliver the
shares  of  NetWolves  Common  Stock,  respectively,   in  accordance  with  the
provisions of Section 1.6(a).

     SECTION 1.8 Taking of Necessary Action;  Further Action. Each of NetWolves,
TSG and SMCI will take all such reasonable and lawful action as may be necessary
or  appropriate  in order to  effectuate  the  Merger  in  accordance  with this
Agreement as promptly as possible. If, at any time after the Effective Time, any
such further  action is necessary or desirable to carry out the purposes of this
Agreement  and to vest  the  Surviving  TSG  with  all the  rights,  privileges,
immunities,  powers  and  purposes,  and all the  property,  real and  personal,
including  subscriptions  to shares,  causes of action and every  other asset of
SMCI and TSG, the officers and  directors of SMCI and TSG  immediately  prior to
the  Effective  Time  are  fully  authorized  in the  name of  their  respective
corporations  or otherwise to take, and will take, all such lawful and necessary
action.

     SECTION 1.9  Material  Adverse  Effect.  When used in  connection  with the
Company,  the term  "Material  Adverse  Effect"  means  any  change,  effect  or
circumstance  that,  individually  or when  taken  together  with all other such
changes,  effects  or  circumstances  that  have  occurred  prior to the date of
determination  of  the  occurrence  of the  Material  Adverse  Effect,  is or is
reasonably likely to be materially adverse to the business,  operations,  assets
(including intangible assets), condition (financial or otherwise),  liabilities,
<PAGE>
or results of operations of SMCI. When used in connection  with  NetWolves,  the
term "Material  Adverse Effect" means any change,  effect or circumstance  that,
individually  or when taken  together  with all other such  changes,  effects or
circumstances  that  have  occurred  prior to the date of  determination  of the
occurrence of the Material  Adverse  Effect,  is or is  reasonably  likely to be
materially  adverse to the business,  operations,  assets (including  intangible
assets),  condition  (financial  or  otherwise),   liabilities,  or  results  of
operations of NetWolves.

                                   ARTICLE II
                     REPRESENTATIONS AND WARRANTIES OF SMCI

     The Stockholders and SMCI, jointly and severally,  represent and warrant to
NetWolves as of the date hereof and as of the Closing Date as follows:

     SECTION 2.1 Organization and Authority.

          SMCI is a corporation  duly  organized,  validly  existing and in good
standing  under  the laws of the  jurisdiction  of its  incorporation,  with all
requisite power and authority  (corporate and  governmental) to own, operate and
lease its properties and to carry on its business as now being conducted, except
where the failure to have such power and authority  would have an adverse effect
of less than $15,000 in the  aggregate on SMCI.  Except as set forth in Schedule
2.1,  SMCI is duly  licensed or qualified to do business and is in good standing
in each  jurisdiction  in which it is required  to be so licensed or  qualified,
except  where the failure to be so licensed or  qualified  would have an adverse
effect of less than $15,000 in the aggregate on the business of SMCI.

     SECTION  2.2.  Subsidiary.  SMCI  has no  subsidiaries  nor any  direct  or
indirect  interest by stock  ownership or  otherwise  in any firm,  association,
corporation or business enterprise, except as set forth on Schedule 2.2.


     SECTION 2.3  Authorization of Agreements.  The Stockholders  have the legal
capacity and SMCI has the power and  authority  to execute,  deliver and perform
their respective obligations under this Agreement.  This Agreement has been duly
executed and delivered by SMCI and the  Stockholders  and constitutes the legal,
valid and binding obligation of SMCI and Stockholders  enforceable  against them
in accordance with its 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.

     SECTION 2.4 Capital Stock. The authorized,  issued and outstanding  capital
stock  of all  classes  of  SMCI  is  set  forth  on  Schedule  2.4.  All of the
outstanding  capital  stock of SMCI  has been  duly  authorized  and is  validly
issued,  fully paid and  nonassessable.  All  outstanding  capital stock and any
other outstanding  securities of SMCI were issued in compliance with all federal
and state  securities  laws. The lawful,  registered and beneficial  owners (and
their  addresses)  of all shares of the capital  stock of SMCI and the number of
shares held by each is as indicated on Schedule 2.4 hereto. 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
<PAGE>
Stockholders,  SMCI, 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 SMCI or any other equity  interest in SMCI.  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
share of Stock.

     SECTION 2.5 . No Conflicts. The execution, delivery and performance of this
Agreement,  and any other agreement or document  contemplated  herein or therein
and the consummation of all of the transactions contemplated hereby and thereby:
(i) do not  and  will  not  require  the  consent,  waiver,  approval,  license,
designation or  authorization  of, or  declaration  with, any Person or court to
which SMCI is subject or any governmental  authority or agency;  and (ii) do not
and will not,  with or without  the  giving of notice or the  passage of time or
both,  violate  or  conflict  with or result in a breach or  termination  of any
provision  of, or  constitute  a default  under,  or  accelerate  or permit  the
acceleration  of the  performance  required  by the  terms  of, or result in the
creation  of any  mortgage,  security  interest,  claim,  lien,  charge or other
encumbrance  upon any of the assets of SMCI pursuant to, or otherwise  give rise
to any liability or obligation under, the certificate of incorporation or bylaws
of SMCI, any agreement,  mortgage, deed of trust, indenture,  license, permit or
any other  agreement or instrument or any order,  judgment,  decree,  statute or
regulation  to  which  the  Stockholders  or  SMCI is a party  or by  which  the
Stockholders,  SMCI or any of their  assets  may be bound,  except  for any such
violations,  conflicts,  breaches, defaults or other occurrences which would not
have a material adverse effect on SMCI.

     SECTION 2.6  Financial  Statements.  Schedule 2.6 sets forth the  Financial
Statements of SMCI.

          (a)  For the  relevant  periods,  the  Financial  Statements:  (1) are
complete  and  correct  in  all  material  respects;   (2)  present  fairly  the
consolidated  financial  position  of SMCI  at such  dates  and the  results  of
operations and changes in financial position for the respective periods ended on
such  dates;  and (3)  were  prepared  in  accordance  with  generally  accepted
accounting  principles,  consistently  applied  during the  periods,  and are in
accordance  with  the  books  and  records  maintained  by SMCI in all  material
respects.

          (b) As at April 30,  1999,  SMCI had no  liabilities,  commitments  or
obligations of any nature, whether absolute,  accrued,  contingent or otherwise,
not shown and  adequately  provided for in the  Financial  Statements as of such
date or in the Schedules to this Agreement.

     SECTION  2.7 Taxes.  True and  correct  copies of SMCI's  federal and state
income tax returns for the years ended  December 31, 1996,  1997,  and 1998 have
been delivered to NetWolves.  All tax returns  (including  information  returns)
required by any  jurisdiction to have been filed by or with respect to SMCI have
been timely filed, except for returns with respect to which extensions have been
granted, and each such return is true, correct and complete.

          Except as set forth in Schedule  2.7, all  liabilities  of SMCI to any
jurisdiction for taxes of every kind and nature,  including interest thereon and
penalties with respect thereto,  (collectively  "Taxes")  relating to any period
ending  on or prior to April 30,  1999,  have  been  timely  paid by SMCI or are
accrued and provided for in the Financial  Statements for the period ended April
30,  1999.  Any  liability  for Taxes  incurred by SMCI since April 30, 1999 was
incurred in the ordinary course of business.
<PAGE>
          Except as set forth in  Schedule  2.7,  the U.S.  federal  income  tax
returns and state and foreign  income tax returns of SMCI have not been  audited
by the Internal  Revenue Service or other taxing  authority within the past five
(5) 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 SMCI or any of its  operations or business;  there are no pending or,
to the  knowledge  of SMCI  and  the  Stockholders,  threatened  tax  claims  or
assessments;  and there are no  pending  or,  to the  knowledge  of SMCI and the
Stockholders, threatened tax examinations by any taxing authorities.

          SMCI has not given any  waivers  of rights  (which  are  currently  in
effect) under  applicable  statutes of  limitations  with respect to the federal
income  tax  returns  for  any  fiscal  year.  SMCI  has  not  consented  to the
application of Section 341(f) of the Code.

          SMCI has been a "C" corporation since January 1, 1994.

     SECTION 2.8 No Adverse  Changes.  Since April 30, 1999, (i) the business of
SMCI has been conducted only in the ordinary course, except for the transactions
contemplated by this  Agreement;  (ii) there has been no change in the condition
(financial or otherwise),  assets, liabilities,  business, operations or affairs
of SMCI,  other than changes in the ordinary  course of business,  none of which
singly  and no  combination  of which,  in the  aggregate,  has been  materially
adverse;  and  (iii)  there  has been no  damage,  destruction  or loss or other
occurrence or development,  whether or not insured against, which, either singly
or in the aggregate,  materially adversely affects, and the Stockholders have no
knowledge of any  threatened  occurrence or development  which would  materially
adversely affect, the condition (financial or otherwise),  assets,  liabilities,
business, operations, affairs or prospects of SMCI.

     SECTION 2.9  Conduct of  Business.  Except as  disclosed  on  Schedule  2.9
hereto,  since  April 30,  1999,  SMCI has not:  (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  for other than money  borrowed  and  disclosed on Schedule 2.9 hereto;
(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) other than current  liabilities shown on the Financial  Statements
as at April 30, 1999, and taxes and current liabilities incurred since April 30,
1999 in the ordinary  course of business for other than money  borrowed or under
contracts or agreements  entered into in the ordinary  course of business (other
than as a result  of any  default  or  breach  of, or  penalty  under,  any such
contracts of  agreements);  (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) made capital  expenditures or
capital  additions or  betterments in excess of $20,000;  (vii) 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;  (viii) 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
<PAGE>
any asset to the Stockholders,  any member of their families or any other holder
of any capital  stock of SMCI;  (ix) 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 $15,000;  (x) issued or sold any shares of its capital stock;  (xi)
except  in  the  ordinary  course  of  business,  granted  any  increase  in the
compensation  of,  made any other  change in  employment  terms for, or adopted,
amended, modified or terminated any bonus, profit-sharing,  incentive, severance
or other plan,  contract or commitment for the benefit of, any of its directors,
officers or employees;  (xii) entered into any  transaction  not in the ordinary
course of business  (except for  transactions  contemplated by this  Agreement);
(xiii) changed any of its accounting methods or principles used in preparing the
Financial Statements; or (xiv) entered into any contract or commitment to do any
of the foregoing.

     SECTION 2.10 Title to Assets.  Except as set forth in Schedule  2.10,  SMCI
has valid title to all of its personal property and valid leasehold interests in
all real and  personal  property  leased by it,  free and  clear of all  claims,
liens, charges, mortgages,  pledges, security interests,  restrictions and other
encumbrances  of any kind  whatsoever,  excluding (i) any such liens relating to
carriers,  warehousemen,  real property  lessors,  mechanics,  materialmen,  and
similar persons,  affecting leased real property, or arising as a matter of law,
which,  in  the  aggregate,   do  not  exceed  $15,000;  (ii)  defects,   zoning
restrictions,  restrictions  on use,  irregularities,  encumbrances or clouds on
title of real  property,  which do not materially  impair the property  affected
thereby  for the  purpose  for which it was  acquired  or leased;  and (iii) any
mortgages,  pledges,  security  interests,  restrictions and other  encumbrances
caused by parties  other than SMCI or the  Stockholders  relating  to any leased
real property,  which,  in the aggregate,  do not materially  affect the use and
enjoyment of such leased real  property.  No  instrument,  easement,  license or
grant of record,  applicable zoning or building law, ordinance or administrative
regulation or other impediment of any kind prohibits or interferes with,  limits
or impairs,  or would, if not permitted by any prior nonconforming use, prohibit
or interfere with or limit or impair,  the use,  operation,  maintenance  of, or
access to, or the value of,  the real or  personal  property  owned or leased by
SMCI as presently  used,  operated,  maintained and accessed by SMCI to carry on
its business as presently  conducted.  All of the assets and properties owned or
leased by SMCI are (i)  sufficient  and  adequate to carry on their  business as
presently conducted; (ii) are in good condition and repair as necessary to carry
on their business as presently conducted, normal wear and tear excepted, and are
in a state of  maintenance,  repair and  operating  condition  required  for the
proper  operation  and use thereof as  necessary  to carry on their  business as
presently  conducted;  (iii) comply with all applicable federal,  state or local
laws, ordinances, rules and regulations and with the terms and conditions of all
leases and other agreements  affecting or relating to any such property,  except
where  the  noncompliance  with any of the  foregoing  does not have a  material
adverse affect on the business of SMCI,  taken as a whole; and (iv) are adequate
to provide the products and services of SMCI in accordance with the most current
standards established by customers, clients and governmental bodies.

     SECTION 2.11 Real Property.  SMCI does not own any real property.  Schedule
2.11 sets forth a true and complete list of all leases of real property to which
SMCI is a party.  Except  as set  forth in  Schedule  2.11,  SMCI  enjoys  quiet
possession  under  all of  their  leases  of real  property,  each of  which  is
enforceable  in accordance  with its terms against the lessor  thereunder and is
not in  default  under  the  terms of any of said  leases,  except  for any such
default which does not have an adverse effect of $15,000 or more on SMCI; and no
condition exists and no event has occurred which, with or without the passage of
time or the giving of notice or both, could constitute such a default.
<PAGE>
     SECTION 2.12 Personal Property.  Schedule 2.12 hereto sets forth a true and
complete list of all items of personal  property having an original cost of more
than $5,000, owned or leased by SMCI and the location of each such item.

     SECTION 2.13 Inventory. SMCI does not have, nor did it have in the past any
material amounts of inventory.

     SECTION 2.14 Accounts Receivable. All accounts receivable, net of reserves,
shown on the  Financial  Statements  for the period  ending April 30,  1999,  or
thereafter  acquired by SMCI,  have been  collected or will be collected and are
subject to no known counterclaims or setoffs.  All such accounts receivable have
been  generated  in the  ordinary  course of  business  and  reflect a bona fide
obligation for the payment of goods or services provided by SMCI.

     SECTION 2.15  Material/Service  Agreements;  Other Contracts.  (a) Schedule
2.15(a)  sets  forth a  complete  list  with  regard  to  SMCI of (i) all  bids,
applications or proposals  submitted by it to provide materials or services with
a value of $15,000 or more to any  Person and for which the award,  approval  or
selection is pending,  (ii) all  contracts or  agreements  for the  provision of
materials  or services  with a value of $15,000 or more to which SMCI is a party
and  which has not yet been  performed  in full (the  items  referred  to in the
foregoing   clauses  (i)  and  (ii)  being   herein   collectively   called  the
"Material/Service  Agreements").  All of such  Material/Service  Agreements  are
fully  performable by SMCI in compliance  with their terms.  To the knowledge of
SMCI and the Stockholders,  no grounds exist for the termination or cancellation
of any Material/Service  Agreement by the other party thereto.  Schedule 2.15(a)
sets  forth  for  each  Material/Service  Agreement:  (i)  the  branch  of  SMCI
responsible; (ii) the customer; and (iii) the remaining revenue to be earned.

          (b) Except as  disclosed  in Schedule  2.15(b)  hereto,  other than as
disclosed on Schedule  2.15(a),  neither SMCI is a party to or bound by any oral
or written contracts,  obligations or commitments,  including without limitation
any:

          (i) contract,  commitment or arrangement  involving,  in any one case,
     $15,000 or more;

          (ii) contract with a term of, or requiring performance,  more than six
     (6) 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 $15,000 in the aggregate;
<PAGE>
          (v) employment contracts or agreements;

          (vi)  contract or agreement  with any labor union or other  collective
     bargaining group;

          (vii) bonus, pension,  savings, welfare, profit sharing, stock option,
     retirement, commission, executive compensation,  hospitalization, insurance
     or similar plan  providing for employee  benefits or any other  arrangement
     providing  for  benefits  for any  former or current  employees  or for the
     remuneration,  direct or indirect, of the directors,  officers or employees
     of SMCI;

          (viii) 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;

          (ix) guarantee;

          (x) contract or  understanding  regarding any capital  expenditures in
     excess of $15,000;

          (xi) 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;

          (xii)  contract  with  investment  bankers,  accountants,   attorneys,
     consultants or other independent contractors;

          (xiii)  shareholder  agreement or contract  with any  Stockholder  (or
     family  member  thereof),  director or officer of SMCI or any  Affiliate of
     such  persons,  except  agreements  or  contracts  referred to herein which
     relate to the transactions contemplated by this Agreement;

          (xiv)  contract,  commitment or  arrangement  which would restrain the
     Company  from  engaging or  competing  in any  business or to maintain  the
     confidentiality  of any  matter,  except  agreements  made in the  ordinary
     course  of  business  to  maintain  confidentiality  of their  vendors  and
     customers;

          (xv)  contract,  commitment  or  arrangement  not made in the ordinary
     course of business; and

          (xvi)  license,  permit,  franchise  or  royalty  agreement  which  is
     material to the Company's business.

          (c) SMCI has made available to NetWolves  correct and complete  copies
of all of the  contracts,  agreements  and other  documents  listed in Schedules
2.15(a) and 2.15(b)  hereto and all amendments  thereto and any waivers  granted
thereunder (the  "Scheduled  Contracts").  Except as  specifically  set forth on
Schedules 2.15(a) and 2.15(b),  the consummation of this Agreement and the other
<PAGE>
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. SMCI enjoys good
working relationships under all Scheduled Contracts,  and no unresolved disputes
are pending or, to the best of the Stockholders' or SMCI's knowledge, threatened
under or in  respect  of any such  Scheduled  Contracts.  SMCI does not have 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  2.15(a) and (b)  hereto,  all  Scheduled
Contracts  described in such Schedule  2.15(a) and (b) 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 SMCI, to the Stockholders'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 SMCI or its business.

     SECTION 2.16 Intellectual Property.  Schedule 2.16 hereto sets forth a true
and complete list of all of trademarks,  service marks and  tradenames,  and the
federal,  state and foreign registrations and applications thereof,  patents and
patent  applications  and  extensions  and renewals  thereof and  copyrights and
copyright applications and renewals thereof (the "Intellectual  Property").  All
the  Intellectual  Property  is  owned  by SMCI  free  and  clear of any and all
licenses,  liens, claims,  security interests,  charges or other encumbrances or
restrictions  of any kind,  and no licenses for the use of any of such rights or
Trade  Secrets  have  been  granted  by SMCI to any  third  parties,  except  as
reflected in the Schedules attached hereto. All of such rights together with the
Trade Secrets are valid,  enforceable  and in good standing,  and are sufficient
and appropriate for the conduct of business of SMCI as currently conducted.  The
sale of the Stock to NetWolves and the  consummation  of the other  transactions
contemplated  hereby will not  adversely  affect any rights in the  Intellectual
Property  or  Trade   Secrets  of  SMCI.  To  the  knowledge  of  SMCI  and  the
Stockholders, the operation of the business of SMCI does not infringe in any way
on any  registered  patent,  trademark,  trade name,  copyright,  Trade  Secret,
contract,  license or other  similar  right,  of any  person,  and SMCI does not
license any such right from  others  except as set forth on  Schedule  2.16.  No
claim is pending or, to the knowledge of SMCI and the Stockholders,  threatened,
with respect to such infringement or conflict.  To the knowledge of SMCI and the
Stockholders,  no other  Intellectual  Property or Trade Secret other than those
owned or licensed by SMCI are  required by them for their  business as presently
conducted.  The Stockholders  have no knowledge of any infringement by any third
parties upon any of the Intellectual Property.

     SECTION  2.17  Insurance.  Schedule  2.17  hereto  contains a complete  and
correct  list of all  insurance  policies  maintained  by SMCI  together  with a
schedule of required  premiums,  premium payment dates and any prepaid  premiums
under each such  policy.  SMCI has made  available  to  NetWolves  complete  and
correct  copies of all such  policies  together  with all riders and  amendments
thereto.  Such  policies  are in full force and  effect,  and all  premiums  due
thereon  have been paid.  SMCI has complied in all  material  respects  with the
<PAGE>
provisions  of  such  policies.   No  notice  has  been  received  canceling  or
threatening to cancel or refusing to renew any of such insurance.  The rights of
the insured under such policies will not be terminated or adversely  affected by
the Closing or the consummation of the other transactions  contemplated  hereby.
To the knowledge of SMCI and the  Stockholders,  there is currently no basis for
any insurance claim by SMCI.

     SECTION 2.18 Customer and Supplier Relationships. Attached as Schedule 2.18
is a complete  and correct  list of all current  customers  of SMCI  showing the
sales to each for the year ended  December 31, 1998 and of all  suppliers  whose
sales to SMCI amounted to more than $25,000  during any of such periods  showing
the sales of each.  With  respect to any such  customer  or supplier or group of
related customers or suppliers listed on Schedule 2.18, the Stockholders have no
knowledge  that any such  customer,  supplier or group of related  customers  or
suppliers  has  terminated  or expects to  terminate  a material  portion of its
normal  business  with SMCI.  Except as  disclosed in Schedule  2.18 hereto,  no
Stockholders  or director or officer of SMCI or any of their  family  members or
Affiliates has any direct or indirect interest, either by way of stock ownership
or otherwise,  in any firm,  corporation,  association  or business  enterprise,
which  competes with, is a supplier or customer of, or is a distributor or sales
agent for, or is a party to any contract with SMCI.

     SECTION 2.19 Employees. SMCI has furnished to NetWolves a true and complete
list setting  forth all of the employees and officers of SMCI with a description
of their job designations,  compensation,  benefits (including severance pay and
bonuses),  outstanding loans to officers or employees and all understandings not
in the  ordinary  course  of  business  relating  to  terms  and  conditions  of
employment.  Proper and accurate  amounts have been  withheld by SMCI from their
employees for all periods in full compliance with tax withholding  provisions of
applicable  federal,  state,  local or foreign law. Proper and accurate federal,
state,  local and  foreign  returns  have been filed by SMCI for all periods for
which returns were due with respect to employee income tax  withholding,  social
security and  unemployment  taxes,  and the amounts  shown thereon to be due and
payable have been paid.

     SECTION 2.20 Labor  Relations.  Except as set forth on Schedule 2.20, there
has been no material  violation of any federal,  state or local statutes,  laws,
ordinances,  rules,  regulations,  orders  or  directives  with  respect  to the
employment of individuals by, or the employment practices or work conditions of,
SMCI, or their respective  terms and conditions of employment,  wages and hours.
SMCI is not engaged in any unfair labor  practice or other  unlawful  employment
practice  and there are no  unfair  labor  practice  charges  or other  employee
related  complaints  against SMCI  pending or, to the  knowledge of SMCI and the
Stockholders,  threatened  before any other federal,  state,  or local, or other
governmental authority by or concerning the employees of SMCI.

     SECTION 2.21 Benefit Plans.  (a) Schedule 2.21 hereto sets forth a true and
complete  list of each  "employee  welfare  benefit plan" (as defined in Section
3(1) of  ERISA)  maintained  by  SMCI or an  Affiliate  or to  which  SMCI or an
Affiliate contributes or is required to contribute,  including any multiemployer
employee welfare benefit plan, on behalf of officers and employees of SMCI or an
Affiliate  (such  multiemployer  and other employee  welfare benefit plans being
hereinafter  collectively  referred to as the  "Welfare  Benefit  Plans").  With
respect to each Welfare Benefit Plan, all  contributions  or premiums due by the
Closing  Date have been paid or accrued.  All Welfare  Benefits  Plans are fully
funded, none of which are defined benefit plans.
<PAGE>
          (b) All Welfare Benefit Plans,  and each employee pension benefit plan
(as defined in Section 3(2) ERISA) and all plans,  agreements,  arrangements and
commitments  related  thereto  ("Pension  Benefit  Plans") are legal,  valid and
binding in full force and effect and in compliance  with all  applicable  rules,
regulations and laws.

          (c) Each Pension  Benefit  Plan,  each  Welfare  Benefit Plan and each
related trust agreement and annuity contract and insurance policy (and any other
funding instruments)  complies and has complied,  both as to form and operation,
with the  provisions of (A) the Code in order to be tax qualified  under Section
401(a) or 403(a) of the Code;  (B)  ERISA;  and (C) all other  applicable  laws,
rules and  regulations;  all  necessary  government  approvals  for the  Pension
Benefit Plans have been obtained; and favorable determination letters, copies of
which have been made available to NetWolves,  as to the qualification  under the
Code of each of the Pension  Benefit Plans and each amendment  thereto have been
received  from the  Internal  Revenue  Service  and no  event  has  occurred  or
condition exists which would adversely affect such determination.

          (d) Each Welfare  Benefit Plan and each Pension  Benefit Plan has been
administered to date in material  compliance with the  requirements of the Code,
ERISA and all other  applicable laws and all reports  required by any government
agency.

          (e) Neither SMCI,  nor any  Affiliate,  nor any plan  fiduciary of any
Welfare  Benefit Plan or Pension  Benefit Plan has engaged in any transaction in
violation of Section 406 of ERISA or any "prohibited  transaction" (as described
in Section 4975(c) of the Code),  except to the extent that such violation would
not result in an aggregate cost, fine or penalty in excess of $1,000.

          (f) Schedule 2.21 lists each deferred  compensation  plan, bonus plan,
stock option plan,  employee stock purchase plan and any other employee  benefit
plan,  agreement,  arrangement  or  commitment  not  required  under a  previous
subsection to be listed on Schedule 2.21 maintained by SMCI or an Affiliate with
respect to the compensation of any of their employees.

          (g) There are no actions,  suits or claims (other than routine  claims
for  benefits)  pending or which  could  reasonably  be  expected to be asserted
against any Pension Benefit Plan or Welfare Benefit Plan;  there are no civil or
criminal  actions pending or threatened  against any fiduciary,  Pension Benefit
Plan or Welfare  Benefit Plan with respect to the plan;  and no Pension  Benefit
Plan or Welfare  Benefit  Plan is the direct or  indirect  subject of any audit,
investigation  or examination by any governmental or  quasigovernmental  agency,
and no such completed audit, investigation or examination,  if any, has resulted
in the imposition of any fine or penalty on any person.

          (h) All Welfare Benefit Plans,  Pension  Benefit Plans,  related trust
agreements  or annuity  contracts (or any other  funding  instruments),  and all
plans, agreements, arrangements and commitments referred to in this Section 2.21
are legally  valid and  binding  and in full force and effect and in  compliance
with all applicable laws.

     SECTION  2.22  Litigation;  Compliance;  Permits.  Except as  disclosed  in
Schedule 2.22 hereto, there are no actions, suits, proceedings,  arbitrations or
governmental investigations pending, or, to the best of Stockholders' knowledge,
threatened  against,  by or  affecting  SMCI in  which,  individually  or in the
aggregate,  an unfavorable  determination  could adversely  affect by $15,000 or
more  the  business  of  SMCI or  their  earnings  or  condition  (financial  or
otherwise) or any of their assets or result in any liability on the part of SMCI
or prevent,  hinder or delay the execution and  performance of this Agreement or
any of the  transactions  contemplated  hereby,  or could declare this Agreement
<PAGE>
unlawful  or cause  the  rescission  of any of the  transactions  hereunder,  or
require  NetWolves or TSG to divest  itself of the Stock;  nor has any such suit
been pending  within the two years prior to the date  hereof.  SMCI 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 the  Stockholders are not
aware of any threatened claim of such violation (including any investigation) or
any basis therefor.

     SMCI has complied and is in compliance with, all laws, rules,  regulations,
ordinances,  orders,  judgments,  decrees, writs,  injunctions,  building codes,
safety,   fire  and  health  approvals,   certificates  of  occupancy  or  other
governmental  restrictions  applicable  to them,  their  assets,  employees  and
employment  practices,  except  where the failure to so comply would not have an
adverse effect of $15,000 or more on them,  their  business,  assets,  financial
condition, employees and employment practices.

     SMCI has all material governmental  licenses,  permits,  approvals or other
authorizations required for the conduct of their business as now conducted,  all
of which are in full force and  effect  and all of which are listed on  Schedule
2.22  hereto;  there is no  action  pending  or,  to the  knowledge  of SMCI and
Stockholders,  threatened,  to terminate any rights under any such  governmental
licenses, permits or authorizations; and except as disclosed on Schedule 2.22 at
the Closing, none of such licenses,  permits,  approvals and authorizations will
be  adversely  affected  by this  Agreement  or the  consummation  of the  other
transactions contemplated by this Agreement.

     SECTION  2.23  Environmental  Compliance.  Except as set forth in  Schedule
2.23, (i) all of the assets and properties  presently owned,  leased or operated
by  SMCI  is in  compliance  with  all  Environmental  Laws,  except  where  the
noncompliance  with any such  Environmental Laws would have an adverse effect of
$15,000 or less in the aggregate on the business, assets and financial condition
of  SMCI,  and is not  subject  to  any  pending  or,  to the  knowledge  of the
Stockholders or SMCI, threatened  Environmental Actions; (ii) none of the assets
and properties which have been or are now owned, leased or operated by SMCI have
been used by SMCI for the generation, storage, manufacture, use, transportation,
disposal or treatment of Hazardous Substances; (iii) there has been no Hazardous
Discharge  by SMCI on or from any of the  assets  and  properties  presently  or
formerly owned, leased or operated by SMCI; (iv) there are no outstanding, or to
the knowledge of SMCI and the  Stockholders,  threatened  Environmental  Actions
against  SMCI;  and (v)  SMCI  has not  owned,  possessed  or  arranged  for the
transportation  of  Hazardous  Substances  at any site  where  any of them  have
performed  remediation  services.  No employee  or other  person has ever made a
claim or demand against SMCI of which SMCI has received  written notice based on
alleged  damage  to health  caused  by any  Hazardous  Substance.  All  services
performed by SMCI, including,  without limitation,  remediation activities, were
and are in full compliance with all Environmental Laws and applicable industrial
and  professional  standards,  except  where the  noncompliance  with any of the
foregoing  would have an adverse  effect of $15,000 or less in the  aggregate on
the business, assets and financial condition of SMCI.
<PAGE>
     SECTION  2.24   Corporate   Records.   The  copy  of  the   certificate  of
incorporation  of SMCI and all  amendments  thereof  to date,  certified  by the
Secretary of State of their respective jurisdictions of incorporation and of the
by-laws of SMCI, as amended to date,  certified by the Secretary or an Assistant
Secretary of SMCI, as  applicable,  all under a date not more than five (5) days
prior to the Closing Date which have been or will be delivered to NetWolves  are
complete  and  correct,  and the  minute  books of SMCI  correctly  reflect  all
material  corporate  actions  taken  at all  meetings  of  directors  (including
committees  thereof) and  Stockholders,  and  correctly  record all  resolutions
certified  copies  of which  have been  delivered  to other  parties.  The stock
transfer  books (with all canceled and unused stock  certificates  attached) and
stock ledgers are complete and correct and  correctly  reflect all issuances and
transfers of the capital stock of SMCI.

     SECTION 2.25 Disclosure.  No representation or warranty by the Stockholders
or SMCI and no  statement or  certificate  furnished or to be furnished by or on
behalf of the  Stockholders,  SMCI to NetWolves  or its agents  pursuant to this
Agreement or in connection with the transactions contemplated hereby 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.

          As used in this Section 2.25 and elsewhere in this  Agreement the term
"to the  knowledge  of the  Stockholders"  or "to the best of the  Stockholders'
knowledge"  means the actual  knowledge  of the  Stockholders  or any  executive
officer or director of SMCI after due inquiry.

     SECTION  2.26  Investment  Intent.  Those  Stockholders  who are  acquiring
NetWolves Common Stock are doing so for investment  purposes only and not with a
view to, or for sale in connection  with,  any  distribution  thereof within the
meaning of the Securities Act of 1933, as amended (the  "Securities  Act");  the
holders of NetWolves  Common Stock  understand  that none of NetWolves Stock has
been  registered  under the Securities Act or qualified under  applicable  state
securities  laws,  and  all of  such  NetWolves  Common  Stock  are  "restricted
securities"  within the meaning of the Securities Act, may not be transferred or
sold without registration under the Securities Act or an exemption therefrom and
further  restricted  from  transfer,  gift,  hypothecation  or sale for eighteen
months without the written consent of NetWolves.


                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF NETWOLVES


     NetWolves hereby  represents and warrants to SMCI that, except as set forth
in  the  written  disclosure  schedule  delivered  by  NetWolves  to  SMCI  (the
"NetWolves Disclosure Schedule"):

     SECTION  3.1  Corporate  Organization.  NetWolves  is  a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction of incorporation  or organization  and has all requisite  corporate
power and authority to own,  operate and lease its  properties and assets as and
where the same are owned,  operated or leased and to conduct its  business as it
is now being  conducted.  NetWolves is in good  standing  and duly  qualified or
licensed as a foreign corporation to do business in those jurisdictions in which
the location of the property and assets  owned,  operated or leased by it or the
nature of the  business  conducted by it makes such  qualification  or licensing
necessary,  except where the failure to be so  qualified  or licensed  would not
have a Material  Adverse  Effect.  NetWolves  has  heretofore  delivered to SMCI
complete and correct copies of the Certificate of Incorporation and By-laws,  as
amended of TSG to and as in effect on the date hereof.
<PAGE>
     SECTION 3.2  Capitalization.  The authorized capital stock of TSG as of the
date  hereof  consists of ten million  (10,000,000)  shares of Common  Stock par
value one thousandth of a dollar ($0.001) per share ("TSG Common Stock") and one
million  (1,000,000)  shares of preferred  stock par value of one dollar ($1.00)
per share ("TSG Stock"). All four million one hundred fifty thousand (4,150,000)
shares of TSG Common Stock  outstanding and owned  beneficially and of record by
NetWolves have been duly issued as of the date hereof.  TSG has no subsidiaries,
no material  assets or liabilities  (except  pursuant to this Agreement) and was
formed solely to facilitate the Merger.

     SECTION 3.3  Authorization;  Execution and Delivery.  Each of NetWolves and
TSG has all  requisite  corporate  power and  authority to execute,  deliver and
perform its  obligations  under this  Agreement.  The  execution,  delivery  and
performance of this Agreement by each of NetWolves and TSG and the  consummation
by  NetWolves  or TSG of the  transactions  contemplated  hereby  have been duly
authorized by all requisite  corporate  action on the part of NetWolves and TSG.
This  Agreement  has been duly  executed and  delivered by NetWolves and TSG and
constitutes  the legal,  valid and  binding  obligation  of  NetWolves  and TSG,
enforceable  against NetWolves and TSG in accordance with its terms,  except for
the Exceptions.

     SECTION  3.4  Shares  of  NetWolves.  NetWolves  Common  Stock to be issued
hereunder will, when issued, be fully paid and nonassessable,  and there will be
no preemptive or similar rights in respect of such common stock.

     SECTION 3.5 Governmental Approvals and Filings. No approval, authorization,
consent,  license,  clearance or order of,  declaration or  notification  to, or
filing or  registration  with,  any  governmental  or regulatory  authority that
currently regulates NetWolves or TSG is required in order to permit NetWolves or
TSG to consummate the Merger or perform its obligations under this Agreement.

     SECTION 3.6 No Conflict. Neither the execution, delivery and performance of
this Agreement by NetWolves or TSG, nor the  consummation by NetWolves or TSG of
the  transactions  contemplated  hereby,  will (i) conflict with, or result in a
breach or violation of, any provision of the  certificate of  incorporation  (or
similar  organizational  document) or by-laws of NetWolves or TSG; (ii) conflict
with,  result in a breach or violation of, give rise to a default,  or result in
the  acceleration  of  performance,  or permit the  acceleration of performance,
under  (whether  or not after the giving of notice or lapse of time or both) any
Encumbrance, note, bond, indenture, guaranty, lease, license, agreement or other
instrument,  writ,  injunction,   order,  judgment,  decree,  statute,  rule  or
regulation to which  NetWolves or TSG or any of their  respective  properties or
assets  is  subject;  (iii)  give rise to a  declaration  or  imposition  of any
Encumbrance  upon any of the  properties  or assets of NetWolves or TSG; or (iv)
impair  NetWolves'  business  or  adversely  affect  any  Governmental   License
necessary to enable  NetWolves  and TSG to carry on their  business as presently
conducted,  except,  in the  cases of  clauses  (ii),  (iii)  or  (iv),  for any
conflict, breach, violation, default, declaration, imposition or impairment that
would not have a Material Adverse Effect.
<PAGE>
     SECTION 3.7 No Legal  Proceedings.  Neither the  execution  and delivery of
this Agreement by NetWolves or TSG, nor the  consummation by NetWolves or TSG of
the transactions contemplated hereby, are being challenged by or are the subject
of any pending or, to the knowledge of NetWolves or TSG,  threatened  litigation
or governmental investigation or proceeding as of the date of this Agreement.

     SECTION 3.8 Finders. No broker, finder or investment advisor acted directly
or  indirectly  as such  for  NetWolves,  any  Subsidiary  of  NetWolves  or any
stockholder of NetWolves in connection with this Agreement or the Merger, and no
broker,  finder,  investment  advisor or other  Person is entitled to any fee or
other commission, or other remuneration,  in respect thereof based in any way on
any  action,  agreement,  arrangement  or  understanding  taken or made by or on
behalf  of  NetWolves,  any  Subsidiary  of  NetWolves  or  any  stockholder  of
NetWolves.

                                   ARTICLE IV
                     COVENANTS, TRANSACTIONS AND CONDUCT OF
                           BUSINESS PENDING THE MERGER

     SECTION 4.1 Conduct of Business by SMCI Pending the Merger.  SMCI covenants
and agrees  that  during the period  from the date of this  Agreement  until the
earlier of the  termination  of this  Agreement or the  Effective  Time,  unless
NetWolves shall otherwise agree in writing,  (i) SMCI shall conduct its business
only in the ordinary course of business consistent with past practice; (ii) that
SMCI shall use reasonable  commercial efforts to preserve  substantially  intact
the business organization of SMCI, to keep available the services of the present
officers,  employees, agents and consultants of SMCI and to preserve the present
relationships of SMCI with governmental agencies,  insurance brokers,  insurance
companies,  lenders, customers,  suppliers and other Persons with which SMCI has
significant  regulatory or business  relations.  By way of amplification and not
limitation, except as contemplated by this Agreement, SMCI shall not, during the
period from the date of this Agreement and  continuing  until the earlier of the
termination of this Agreement or the Effective Time,  directly or indirectly do,
or propose to do, any of the following:

     (a) amend or  otherwise  change  SMCI's  Certificate  of  Incorporation  or
By-Laws;

     (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance,
sale, pledge,  disposition or encumbrance of, any shares of capital stock of any
class, or any options,  warrants,  convertible securities or other rights of any
kind to acquire any shares of capital  stock,  or any other  ownership  interest
(including,  without  limitation,  any phantom  interest)  in SMCI or any of its
Affiliates;

     (c) sell, pledge, dispose of or encumber any assets of SMCI (except for (i)
sales of assets in the ordinary  course of business  and in a manner  consistent
with past practice, (ii) dispositions of obsolete or worthless assets, and (iii)
sales of immaterial assets not in excess of $15,000);

     (d) (i) declare,  set aside, make or pay any dividend or other distribution
(whether in cash,  stock or property or any  combination  thereof) in respect of
any of its capital stock;  (ii) split,  combine or reclassify any of its capital
stock or issue or authorize or propose the issuance of any other  securities  in
respect of, in lieu of or in  substitution  for shares of its capital stock;  or
<PAGE>
(iii)  amend the terms or change  the  period of  exercisability  of,  purchase,
repurchase,  redeem or  otherwise  acquire,  any of its  securities,  including,
without  limitation,  shares of Company  Common Stock or any option,  warrant or
right, directly or indirectly, to acquire shares of Company Common Stock;

     (e) (i) acquire  (by  merger,  consolidation,  or  acquisition  of stock or
assets) any corporation,  partnership or other business organization or division
thereof;  (ii) incur any indebtedness for borrowed money,  except for borrowings
and  reborrowing  under  SMCI's  existing  credit  facilities  or issue any debt
securities or assume,  guarantee  (other than  guarantees of bank debt of SMCI's
subsidiaries  under  existing  credit  facilities  entered  into in the ordinary
course  of  business)  or  endorse  or  otherwise  as  an  accommodation  become
responsible  for, the obligations of any Person,  or make any loans or advances,
except in the ordinary course of business  consistent with past practice;  (iii)
authorize  any capital  expenditures  or purchases of fixed assets which are, in
the aggregate,  in excess of $50,000;  or (iv) enter into or amend any contract,
agreement,  commitment or arrangement to effect any of the matters prohibited by
this Section 4.1(e);

     (f) make any material change in the rate of compensation, commission, bonus
or other remuneration payable, or pay or agree or promise to pay,  conditionally
or otherwise,  any bonus, extra  compensation,  pension or severance or vacation
pay,  to any  director,  officer,  employee,  salesman,  broker or agent of SMCI
except in the ordinary course of business consistent with prior practice;

     (g) take any action to change accounting practices,  policies or procedures
(including, without limitation,  procedures with respect to revenue recognition,
payments of accounts payable or collection of accounts receivable);

     (h) pay,  discharge  or satisfy  any  claims,  liabilities  or  obligations
(absolute,  accrued, contingent or otherwise) in excess of $15,000 per matter or
$50,000 in the aggregate,  other than the payment,  discharge or satisfaction in
the ordinary course of business and consistent with past practice of liabilities
reflected or reserved  against in SMCI  Financial  Statements or incurred in the
ordinary course of business and consistent with past practice; or

     (i) take,  or agree in writing or  otherwise  to take,  any of the  actions
described in Sections  4.1(a) through (h) above,  or any action which would make
any of the  representations  or warranties of SMCI  contained in this  Agreement
untrue or incorrect in any material  respect or prevent SMCI from  performing or
cause SMCI not to perform its covenants herein.

     SECTION 4.2 Access to  Information.  SMCI will give  NetWolves and TSG, and
their  respective  counsel,  financial  advisors,  auditors and other authorized
representatives,  full access to the offices  (including a work area for the use
of  NetWolves  and  TSG  and  their  authorized  representatives),   properties,
employees,  books and  records of SMCI and its  subsidiaries  at all  reasonable
times  upon  reasonable  notice,  and  will  instruct  the  employees,  counsel,
financial advisors and auditors of SMCI and its subsidiaries to cooperate in all
reasonable  respects with NetWolves and TSG and each such  representative in its
investigation  of the business of SMCI and its  subsidiaries,  provided  that no
investigation  pursuant to this Section 4.2 shall affect any  representation  or
warranty given by SMCI to NetWolves or TSG hereunder. SMCI will confer from time
to time with  NetWolves  at  NetWolves'  request  to  discuss  the status of the
operations of SMCI and its subsidiaries.
<PAGE>
     SECTION  4.3 Best  Efforts.  Subject  to the  terms and  conditions  herein
provided,  each of  SMCI,  NetWolves  and  TSG  agrees  to use its  commercially
reasonable  efforts  consistent with applicable  legal  requirements to take, or
cause to be  taken,  all  action,  and to do,  or cause to be done,  all  things
reasonably   necessary  or  proper  and  advisable  under  applicable  laws  and
regulations to consummate and make  effective,  in the most  expeditious  manner
reasonably  practicable,  the Merger and the other transactions  contemplated by
this Agreement.

     SECTION 4.4 Consents.  NetWolves  and SMCI each shall use their  respective
commercially reasonable efforts to obtain all material consents of third parties
and governmental  authorities,  and to make all governmental filings,  necessary
for the consummation of the transactions contemplated by this Agreement.

     SECTION 4.5 Public  Announcements.  Except as hereinafter  provided in this
Section 4.5,  NetWolves and SMCI will consult with each other before issuing any
press release or otherwise  making any public  statements prior to the Effective
Time with respect to the Merger or the other  transactions  contemplated  hereby
and shall not issue any such  press  release or make any such  public  statement
prior to  receiving  the consent of the other party,  which  consent will not be
unreasonably withheld or delayed. Nothing stated herein shall prohibit any party
from making a press release or other statement required by law or by obligations
pursuant to any  listing  agreement  with any  automated  interdealer  quotation
system if the party making the  disclosure  has first  consulted  with the other
parties hereto.

     SECTION 4.6 Notification of Certain Matters.  SMCI will give prompt notice,
as soon as reasonably  practicable,  to NetWolves  and TSG of the  occurrence or
non-occurrence  of any event (i) which has had or is reasonably likely to have a
Material Adverse Effect, (ii) which has caused any representation or warranty of
SMCI  contained  in this  Agreement to be untrue or  inaccurate  in any material
respect or (iii) which has caused any failure of SMCI to comply in all  material
respects  with or satisfy in all material  respects any  covenant,  condition or
agreement to be complied with or satisfied by it under this Agreement; provided,
however,  that the delivery of any notice  pursuant to this Section 4.6 will not
limit or  otherwise  affect  the  remedies  available  under this  Agreement  to
NetWolves or limit the rights of SMCI under this Agreement.

     SECTION 4.7  Conveyance  Taxes.  NetWolves and SMCI shall  cooperate in the
preparation,  execution and filing of all returns, questionnaires,  applications
or other documents  regarding any real property  transfer or gains,  sales, use,
transfer, value added, stock transfer and stamp taxes, any transfer,  recording,
registration  and other fees,  and any similar  taxes  which  become  payable in
connection  with the  transactions  contemplated  hereby  that are  required  or
permitted  to be filed on or before the  Effective  Time and the  Surviving  TSG
shall be responsible for the payment of all such taxes and fees.
<PAGE>
                                    ARTICLE V
                               GENERAL PROVISIONS

     SECTION 5.1  Effectiveness of  Representations,  Warranties and Agreements.
(a) Except as  otherwise  provided in this  Section  5.1,  the  representations,
warranties, covenants and agreements of each party hereto shall remain operative
and in full  force and  effect  regardless  of any  investigation  made by or on
behalf of any other party hereto,  any Person  controlling any such party or any
of their officers,  directors or representatives,  whether prior to or after the
execution of this Agreement,  for a period of three (3) years from the Effective
Time.

          (b) Any disclosure made with reference to one or more Sections of SMCI
disclosure  schedule or NetWolves  disclosure schedule shall be deemed disclosed
with  respect to each other  section  therein  as to which  such  disclosure  is
relevant provided that such relevance is reasonably apparent.  Disclosure of any
matter in SMCI disclosure schedule or NetWolves disclosure schedule shall not be
deemed an admission that such matter is material.

     SECTION 5.2  Notices.  All notices and other  communications  given or made
pursuant  hereto shall be in writing and shall be deemed to have been duly given
or made if and when delivered  personally or by overnight courier to the parties
at the following addresses or sent by electronic transmission, with confirmation
received,  to the telecopy numbers  specified below (or at such other address or
telecopy number for a party as shall be specified by like notice):

     (A) If to NetWolves or TSG:

                NetWolves Corporation
                200 Broadhollow Road, Suite 207
                Melville, New York  11747
                Attn:   Walter M. Groteke
                Telecopier No.:  (516) 393-5017
                Telephone No.:  ( 516) 393-5016

     With a copy to:

                Blau, Kramer, Wactlar & Lieberman, P.C.
                100 Jericho Quadrangle
                Jericho, New York 11753
                Telecopier No.:  (516) 822-4824
                Telephone No.:  (516) 822-4820
                Attention:  David H. Lieberman, Esq.
<PAGE>
     (B) If to SMCI:

                Sales and Management Consulting, Inc.
                d/b/a The Sullivan Group and
                Duffy-Vinet Institute
                320 Soundview Road
                Guilford, Connecticut  06457
                Telecopier No.:  (203) 453-1259
                Telephone No.:  ( 203) 453-0893
                Attention:   Mr. Martin Cunningham

                With a copy to:

                Fasciana and Associates, P.C.
                358 Fifth Avenue
                New York, New York  10001
                Telecopier No.:  (212) 922-9606
                Telephone No.:  (212) 922-5300
                Attention:  John E. Fasciana, Esq.


     SECTION 5.3 Certain Definitions. For purposes of this Agreement, the term:

          (a)  "Affiliate"  means a Person that directly or indirectly,  through
one or more  intermediaries,  controls,  is  controlled  by, or is under  common
control with, the first mentioned Person;

          (b)  "Business  Day" means any day other than a day on which  banks in
the State of New York are required or authorized to be closed;

          (c) "Control"  (including the terms  "controlled by" and "under common
control  with") means the  possession,  directly or  indirectly or as trustee or
executor,  of the power to direct or cause the  direction of the  management  or
policies of a Person,  whether  through the  ownership  of stock,  as trustee or
executor, by contract or credit arrangement or otherwise;

          (d) "Person" means an individual,  corporation,  partnership,  limited
liability company, association,  trust, unincorporated organization other entity
or group (as defined in Section  13(d)(3) of the  Securities and Exchange Act of
1934); and

          (e)   "Subsidiary"   or   "Subsidiaries"   of  any  Person  means  any
corporation,  partnership,  limited liability company,  or other legal entity of
which such Person,  as the case may be (either alone or through or together with
any other subsidiary),  owns, directly or indirectly, more than 50% of the stock
or other equity  interests the holders of which are  generally  entitled to vote
for the  election  of the board of  directors  or other  governing  body of such
corporation or other legal entity.
<PAGE>
     SECTION 5.4 Amendment.  This Agreement may be amended by the parties hereto
by action taken by or on behalf of their  respective  Boards of Directors at any
time prior to the Effective Time;  provided,  however,  that, after approval and
adoption  of the Merger  and this  Agreement  by the  Stockholders  of SMCI,  no
amendment  may  be  made  which  by  law  requires   further  approval  by  such
Stockholders  without such further  approval.  This Agreement may not be amended
except by an instrument in writing signed by the parties hereto.

     SECTION  5.5 Waiver.  At any time prior to the  Effective  Time,  any party
hereto may with  respect to any other  party  hereto (a) extend the time for the
performance of any of the obligations or other acts, (b) waive any  inaccuracies
in the  representations  and  warranties  contained  herein  or in any  document
delivered pursuant hereto, or (c) waive compliance with any of the agreements or
conditions  contained herein. Any such extension or waiver shall be valid if set
forth in an  instrument  in  writing  signed by the party or parties to be bound
thereby.

     SECTION  5.6  Headings;   Construction.  The  headings  contained  in  this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning  or  interpretation  of this  Agreement.  In this  Agreement  (a)  words
denoting  the singular  include the plural and vice versa,  (b) "it" or "its" or
words denoting any gender include all genders,  (c) the word  "including"  shall
mean "including without limitation," whether or not expressed, (d) any reference
to a statute shall mean the statute and any  regulations  thereunder in force as
of the date of this  Agreement or the  Effective  Time,  as  applicable,  unless
otherwise  expressly provided,  (e) any reference herein to a Section,  Article,
Schedule  or Exhibit  refers to a Section or Article of or a Schedule or Exhibit
to this Agreement,  unless otherwise stated,  (f) when calculating the period of
time within or following  which any act is to be done or steps  taken,  the date
which is the reference day in  calculating  such period shall be excluded and if
the last day of such period is not a Business  Day, then the period shall end on
the next day which is a Business  Day, and (g) any  reference to a party's "best
efforts" or "reasonable  efforts" shall not include any obligation of such party
to pay, or guarantee the payment of, money or other  consideration  to any third
party or to agree  to the  imposition  on such  party or its  Affiliates  of any
condition  reasonably  considered by such party to be  materially  burdensome to
such party or its Affiliates.

     SECTION 5.7 Severability.  If any term or other provision of this Agreement
is invalid,  illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the  transactions  contemplated  hereby is not affected in any manner adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties  as  closely  as  possible  in an  acceptable  manner  to the  end  that
transactions   contemplated  hereby  are  fulfilled  to  the  extent  reasonably
possible.

     SECTION  5.8  Entire  Agreement.  This  Agreement  constitutes  the  entire
agreement and supersedes all prior agreements and  undertakings  (other than the
Confidentiality  Letter),  both written and oral,  among the parties,  or any of
them, with respect to the subject matter hereof,  except as otherwise  expressly
provided herein.
<PAGE>
     SECTION  5.9  Assignment;  TSG.  This  Agreement  shall not be  assigned by
operation  of law or  otherwise,  except  that all or any of the  rights  of TSG
hereunder  may be assigned to any direct,  wholly-owned  Subsidiary of NetWolves
provided  that no such  assignment  shall  relieve  the  assigning  party of its
obligations hereunder.

     SECTION 5.10 Parties in Interest.  This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied,  is intended  to or shall  confer upon any other  Person any
right,  benefit  or remedy of any nature  whatsoever  under or by reason of this
Agreement.

     SECTION 5.11 Failure or  Indulgence  Not Waiver;  Remedies  Cumulative.  No
failure or delay on the part of any party  hereto in the  exercise  of any right
hereunder  shall  impair  such  right  or be  construed  to be a waiver  of,  or
acquiescence  in,  any  breach  of any  representation,  warranty,  covenant  or
agreement  herein,  nor shall any single or partial  exercise  of any such right
preclude other or further exercise thereof or of any other right. All rights and
remedies  existing under this Agreement are cumulative to, and not exclusive of,
any rights or remedies otherwise available.

     SECTION  5.12  Governing  Law.  This  Agreement  shall be governed  by, and
construed  in  accordance  with,  the  internal  laws of the  State  of New York
applicable  to contracts  executed and fully  performed  within the State of New
York, without regard to conflicts of laws provisions.

     SECTION 5.13  Counterparts.  This  Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed  shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.

     SECTION  5.14 WAIVER OF JURY  TRIAL.  EACH OF  NETWOLVES,  TSG SMCI AND THE
STOCKHOLDERS  HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM  (WHETHER
BASED UPON  CONTRACT,  TORT OR  OTHERWISE)  ARISING  OUT OF OR  RELATING TO THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
<PAGE>
          IN WITNESS WHEREOF, NetWolves, TSG and SMCI have caused this Agreement
to be executed as of the date first written above by their  respective  officers
thereunto duly authorized.


                                   NETWOLVES CORPORATION


                                   By /s/ Walter M. Groteke
                                      ------------------------------------------
                                      Name:  Walter M. Groteke
                                      Title: Chief Executive Officer


                                   TSG


                                   By /s/ Martin E. Cunningham
                                      ------------------------------------------
                                      Name:  Martin E. Cunningham
                                      Title: President/CEO

                                   SALES AND MANAGEMENT
                                   CONSULTING, INC., d/b/a,
                                   THE SULLIVAN GROUP and
                                   DUFFY-VINET INSTITUTE


                                   By /s/ Martin E. Cunningham
                                      ------------------------------------------
                                      Name:  Martin E. Cunningham
                                      Title: President/CEO
                                      /s/ David Sullivan
                                      ------------------------------------------
                                      David Sullivan, Stockholder


                                      /s/ Martin E. Cunningham
                                      ------------------------------------------
                                      Martin Cunningham, Stockholder


                                      /s/ Ronald B. Collins
                                      ------------------------------------------
                                      Ronald B. Collins, Stockholder


                                      /s/ John J. Phelan
                                      ------------------------------------------
                                      John J. Phelan, Stockholder


                                      /s/ Daniel J. Molloy
                                      ------------------------------------------
                                      Daniel J. Molloy, Stockholder


                         TSG GLOBAL EDUCATION WEB, INC.




                             SHAREHOLDERS AGREEMENT

<PAGE>


                                TABLE OF CONTENTS

     1.   Representations of the Shareholders . . . . . . . . . . . .1

     2.   Corporate Governance and Related Matters. . . . . . . . . .2

     3.   Restriction on Transfer of Shares.. . . . . . . . . . . . .3

     4.   Right of First Refusal. . . . . . . . . . . . . . . . . . .4

     5.   Rights of Inclusion (Tag Along).. . . . . . . . . . . . . .6

     6.   Purchase of Shares upon Death of a Shareholder. . . . . . .7

     7.   Disposition of Shares Upon Disability of Shareholder/
          Employee. . . . . . . . . . . . . . . . . . . . . . . . . .9

     8.   Right to Purchase - Call Option.. . . . . . . . . . . . . 11

     9.   Purchase Price. . . . . . . . . . . . . . . . . . . . . . 11

     10.  Loans.. . . . . . . . . . . . . . . . . . . . . . . . . . 12

     11.  Insurance.. . . . . . . . . . . . . . . . . . . . . . . . 12

     12.  Injunctive Relief; Specific Performance.. . . . . . . . . 13

     13.  Corporate Surplus.. . . . . . . . . . . . . . . . . . . . 13

     14.  Shareholder Inspection of Corporate Books.. . . . . . . . 13

     15.  Voting Requirements.. . . . . . . . . . . . . . . . . . . 13

     16.  Capital Contributions.. . . . . . . . . . . . . . . . . . 15

     17.  Miscellaneous.. . . . . . . . . . . . . . . . . . . . . . 18

     EXHIBIT A    Shareholder List. . . . . . . . . . . . . . . . . 21
<PAGE>
                         TSG GLOBAL EDUCATION WEB, INC.
                             SHAREHOLDERS AGREEMENT
                             ----------------------

     SHAREHOLDERS'  AGREEMENT,  effective as of July 7, 1999 (this "Agreement"),
by and among TSG GLOBAL EDUCATION WEB, INC., a Delaware corporation with offices
at P.O. Box 300, 320 Soundview Road,  Guilford,  CT 06437, (the  "Corporation"),
and  each  of  the  persons  being  herein  collectively   referred  to  as  the
"Shareholders" and individually as a "Shareholder").

     WHEREAS,  the  Corporation is authorized to issue ten million  (10,000,000)
shares of Common  Stock,  $0.001 par value (the  "Common  Stock"),  five million
(5,000,000) shares of which four million two hundred twenty thousand (4,220,000)
are  currently  issued  and  outstanding  with  seven  hundred  eighty  thousand
(780,000) in reserve and one million (1,000,000) shares of Preferred Stock $1.00
par value  ("Preferred  Stock") of which two hundred  fifty  thousand  (250,000)
shares are currently issued and outstanding;

     WHEREAS,  the Shareholders own all of the issued and outstanding  shares of
the  Common  Stock of the  Corporation,  in the  amounts  set forth on Exhibit A
annexed hereto; and

     WHEREAS,   the  initial   Shareholders   shall  be  NetWolves   Corporation
("NetWolves")  and David H. Sullivan,  Martin E. Cunningham,  Ronald B. Collins,
John J. Phelan and Daniel J. Molloy ("Sullivan Shareholders").

     WHEREAS,  the  Shareholders  and the  Corporation  desire to  regulate  the
management  of the  Corporation,  the transfer of the shares of Common Stock and
Preferred Stock now owned or hereafter acquired by the Shareholders (such shares
being hereinafter referred to as the "Shares"),  the purchase by the Corporation
and/or the Shareholders of the Shares in certain circumstances and certain other
matters  relating  to the  Corporation,  all in  accordance  with the  terms and
subject to the conditions of this Agreement.

     NOW THEREFORE,  in  consideration  of the mutual promises and covenants set
forth herein, the parties hereto hereby agree as follows:

1. Representations of the Shareholders.

     Each Shareholder  represents to and agrees with the other  Shareholders and
     the  Corporation  that such  Shareholder is the legal holder and beneficial
     owner of the Shares currently owned by such  Shareholder,  that such Shares
     and the Shares  hereafter  acquired by such  Shareholder will be owned free
     and clear of all liens,  claims,  charges,  options and encumbrances  other
     than restrictions on transfer under this Agreement,  and applicable federal
     and state securities laws, and that such Shareholder will have the right to
     transfer  such Shares upon the terms and subject to the  conditions of this
     Agreement.
<PAGE>
2.  Corporate Governance and Related Matters.

     Each Shareholder hereby agrees, during the term of this Agreement,  to vote
     the Shares owned by such Shareholder in the following manner:

     a.   Upon the execution of this Agreement,  each of the Shareholders  shall
          vote  such  Shareholder's  Shares  so as to  elect,  two  (2)  persons
          designated  by David H. Sullivan  ("Sullivan")  or in the event of his
          death or disability,  Martin E. Cunningham  ("Cunningham")  and, three
          (3) persons  designated by NetWolves as directors of the  Corporation.
          In the  event  that  NetWolves  fails to fund an  aggregate  amount of
          $1,750,000  in  accordance  with  the  terms  of the  Agreement,  then
          Sullivan shall have the right to designate one (1)  additional  member
          of the Board of  Directors.  In the event that  NetWolves is unable to
          provide  additional  funding  beyond one million  seven  hundred fifty
          thousand  dollars  ($1,750,000.00)  to the  Corporation,  the Board of
          Directors  will be expanded to seven (7)  members to be  allocated  as
          follows: four (4) persons to be designated NetWolves,  two (2) persons
          to be  designated by Sullivan and one (1) person to be designated by a
          new equity investor.

          In the event any of the foregoing persons shall be unable or unwilling
          to serve as a director of the Corporation, the Shareholders shall vote
          all of their  Shares so as to elect  such  replacement  or  additional
          nominees as Sullivan  shall  designate  or, in the case of a NetWolves
          designee,  as NetWolves shall  designate.  If the number of members of
          the Board of Directors is increased to more than seven (7)  directors,
          the Shareholders  shall vote all of their Shares so as to allocate the
          additional   directors   between  Sullivan   designees  and  NetWolves
          designees.

     b.   Each Shareholder shall vote such Shareholder's  Shares in favor of any
          amendment  of the  Certificate  of  Incorporation  or  By-laws  of the
          Corporation  necessary  to permit,  effect and  further  carry out the
          transactions contemplated hereby.

     c.   The Shareholders shall vote, and shall cause all persons nominated and
          elected  by  them as  directors  of the  Corporation  to  appoint  the
          following persons to the offices set forth opposite their names below:

               Martin E. Cunningham:    President and Chief Executive Officer
               Peter Castle:            Secretary
               David H. Sullivan:       Treasurer and Chairman of the Board

     d.   If any  Shareholder  shall  refuse or is unable to vote its  Shares as
          provided in this Section 2 at any meeting of the  Shareholders  of the
          Corporation,  or shall refuse or is unable to give its consent in lieu
          of a meeting,  thereupon,  without further action by such Shareholder,
          the  President  or  Secretary  shall be,  and each of them  hereby is,
          irrevocably   constituted  the  attorney-in-fact  and  proxy  of  such
<PAGE>
          Shareholder (i) for the purpose of voting, and shall vote, such Shares
          at such meeting as provided in this Section 2; or (ii) for the purpose
          of giving such written  consent,  as the case may be. The Shareholders
          acknowledge  and agree that such proxy is coupled with an interest and
          is irrevocable.

     e.   In the  event  that the  Corporation  consummates  an  initial  public
          offering or merges with a publicly  held  shell,  then this  Agreement
          shall terminate as to the Corporation  only. The Agreement will remain
          in effect as to the Shareholders.

     f.   In the event  that all or  substantially  all of the  assets or common
          stock of NetWolves is sold or NetWolves  merges into or is acquired by
          a third party  (hereinafter  the  "Sale")  then this  Agreement  shall
          terminate as follows:

          i.   As to NetWolves and its successors or assigns only, provided that
               Cunningham and Sullivan each shall receive gross pre-tax proceeds
               of one million one hundred five thousand dollars  ($1,105,000.00)
               in  connection  with the Sale of their  shares  of  NetWolves  or
               otherwise; or

          ii.  In its entirety, provided that Sullivan and Cunningham shall each
               receive  minimum gross pre-tax  proceeds of, two million  dollars
               ($2,000,000.00)  in  connection  with the Sale of their shares of
               NetWolves or otherwise.

          Nothing herein shall prohibit  Sullivan and Cunningham  from receiving
          additional  gross pre-tax proceeds based upon their stock ownership in
          NetWolves.

     g.   Each of the  Shareholders  shall  vote  such  Shareholder's  Shares to
          establish a Qualified  Incentive  Stock Option Plan which has reserved
          780,000  shares of Common Stock to be granted in accordance  with such
          plan.


3.  Restriction on Transfer of Shares.

     a.   The  Corporation  and the  Shareholders  wish to avoid the transfer of
          Shares to outside  third  parties who do not have a  knowledge  of the
          Corporation's  business  and who may  disrupt  the  management  of the
          Corporation.  Each  Shareholder  hereby  agrees that such  Shareholder
          shall not,  as long as this  Agreement  is in effect,  directly  or in
          directly sell, assign, mortgage, hypothecate,  transfer, pledge, lien,
          encumber,  give or in any way otherwise  dispose of  (collectively,  a
          "Transfer") any of the Shares (or any interest  therein) except as may
          be expressly  permitted by this Agreement.  The Corporation  shall not
          transfer  on its books any  certificates  for the Shares nor issue any
          certificate in lieu of the Shares unless, in the opinion of counsel to
          the  Corporation,  there has been  compliance with all of the material
<PAGE>
          conditions hereof affecting the Shares.  Any purported  disposition of
          any Shares made other than in full  compliance  with the terms of this
          Agreement shall be null and void and of no force or effect,  and shall
          not be recognized by the Corporation.

     b.   Notwithstanding  the general  prohibition  on  Transfers  contained in
          Section  3(a)  of  this  Agreement  hereof,  the  Corporation  and the
          Shareholders  agree  that  any of the  following  Transfers  shall  be
          permitted under this Agreement:

          i.   A Transfer in accordance with Sections 4, 5, 6, 7 or 8 hereof;

          ii.  A Transfer by NetWolves to any  wholly-owned,  direct or indirect
               subsidiary of NetWolves;

          iii. A Transfer or sale by  NetWolves of all or  substantially  all of
               the assets or common stock, of NetWolves to a third party, or the
               merger into or acquisition of NetWolves by a third party; or

          iv.  A Transfer to any other party to this Agreement.

     c.   Upon the execution of this Agreement, each Shareholder shall surrender
          to the  Corporation  his or its  stock  certificate  representing  the
          Shares,  which stock certificate shall be imprinted with the following
          legend:

          "The  securities   represented  by  this  certificate  have  not  been
          registered under the Securities Act of 1933, as amended, and cannot be
          offered or sold except pursuant to an effective registration statement
          under such Act or an exemption from registration under such Act which,
          in the opinion of counsel for the  holder,  which  counsel and opinion
          are  reasonably  satisfactory  to  counsel  for  the  corporation,  is
          available.

          The  Shares  represented  hereby  are also  subject  to the terms of a
          Shareholders' Agreement,  dated as of July 7, 1999, by and among TSG
          Global Education Web, Inc., and its  Shareholders,  a copy of which is
          on file at the  principal  office  of the  Corporation,  and any sale,
          pledge, gift, transfer,  assignment,  encumbrance or other disposition
          of the shares  represented  by this  certificate  in violation of said
          Agreement shall be void and of no effect."

     d.   As a further  condition  of any Transfer  pursuant to this  Agreement,
          each transferee shall, prior to such Transfer,  agree in writing to be
          bound  by  all  of the  provisions  of  this  Agreement  and  no  such
          transferee  shall be permitted to make any Transfer  that the original
          transferor was not permitted to make.
<PAGE>
4.  Right of First Refusal.

          a.   Except as provided in  paragraph  3(b)  hereof,  in the event any
               Shareholder shall receive a bona fide written non-collusive offer
               or enter into an agreement  (the "Offer") for the purchase of his
               or its Shares ("Selling  Shareholder")  from an independent third
               party (the "Outside Party"),  he, or it or they shall give notice
               (the  "Option   Notice")  to  the   Corporation   and  the  other
               Shareholders containing the name and address of the Outside Party
               and  accompanied  by a copy of the Offer.  (The Shares subject to
               such Offer are referred to herein as the "Offered Shares").

          b.   Upon the giving by a Selling Shareholder of an Option Notice, the
               other   Shareholders  shall  have  the  right  to  purchase  (the
               "Shareholder  Right"),  at the price, on the terms and subject to
               the  conditions  specified  in the Offer,  the Offered  Shares by
               notifying  the  Selling  Shareholder  and the  Corporation,  (the
               "Shareholder Notice") within twenty-five (25) days after the date
               of the  Option  Notice  whether  and to  what  extent  the  other
               Shareholders  intend to exercise the  Shareholder  Right.  If the
               other  Shareholders  fail to exercise the Shareholder Right as to
               his or its  Proportionate  Share (as hereinafter  defined) of the
               Offered Shares,  then the other Shareholders shall have the right
               to  purchase  all or any  part of the  Offered  Shares  that  any
               Shareholders  have elected not to purchase by amending his or its
               Shareholder  Notice  within five (5) days after the date that the
               Shareholders  receive  notice that any other  Shareholder  has so
               declined to exercise  the  Shareholder  Right in full or in part.
               Failure to deliver the  Shareholder  Notice within the applicable
               periods shall constitute a waiver of such Shareholder's  purchase
               right as to the Offered Shares.

          c.   In  the  event  that  the   Shareholders   do  not  exercise  the
               Shareholder   Right  as  to  all  of  the  Offered  Shares,   the
               Corporation, to the extent permitted by law, shall have the right
               (the "Corporation Right") to purchase, at the price, on the terms
               and subject to the conditions specified in the Offer, all or part
               of the remaining  Offered  Shares  covered by the Option  Notice.
               Within thirty (30) days after the date of the Option Notice,  the
               Corporation  shall  notify  the  Shareholders  (the  "Corporation
               Notice")  whether and to what  extent it intends to exercise  the
               Corporation  Right.  Failure to deliver  the  Corporation  Notice
               within such period shall  constitute a waiver of the  Corporation
               Right.

          d.   Any Selling  Shareholder shall have the obligation to sell to the
               other  Shareholders  and/or the Corporation,  as the case may be,
               such Offered Shares as are covered by the notices  referred to in
               Sections  4(b) or 4(c) hereof,  and the Selling  Shareholder  may
               sell the  balance of the  Offered  Shares (or all of the  Offered
               Shares if no such notices  have been given) to the Outside  Party
               on terms not more  favorable  to such  Outside  Party  than those
               contained  in the  Offer.  In the event  that such terms are more
               favorable or if such sale to the Outside Party is not consummated
               within the time period  specified  in Section  4(e)  hereof,  the
               Offered  Shares  shall  again  be  subject  to  the  restrictions
               contained in this Agreement.
<PAGE>
          e.   The  closing  for  any  purchase  of  Shares  ("Closing")  by any
               Shareholder,  and/or the Corporation  shall be held at 10:00 a.m.
               at the  offices of the  Corporation  on the  sixtieth  (60th) day
               after the date of the  Option  Notice or at such  other  time and
               place as the  parties  shall  mutually  agree.  The  Closing of a
               purchase of Shares by an Outside  Party shall occur  within sixty
               (60) days after the giving of the Option Notice.  At the Closing,
               the  Shareholders,  the  Corporation or the Outside Party, as the
               case may be,  shall  pay for the  Shares in  accordance  with the
               terms of the Offer,  the Shareholder  shall deliver  certificates
               representing the Shares free and clear of all liens,  charges and
               encumbrances  (other than those set forth  herein or in the Stock
               Purchase  Agreement)  and properly  endorsed for transfer and, if
               such Shares are being purchased by an Outside Party,  such person
               shall  agree  to be  bound  by the  terms  of this  Agreement  in
               accordance with Section 3(d) hereof.

          f.   For purposes of this Agreement,  the term  "Proportionate  Share"
               shall mean the  percentage of the total number of Shares  subject
               to the Shareholder Right multiplied by a fraction,  the numerator
               of which  shall be the  number of Shares  owned by a  non-selling
               shareholder,  as the case may be,  divided  by all the  aggregate
               number of Shares owned by the Shareholders.

5.  Rights of Inclusion (Tag Along).

          a.   Except as provided in paragraph 3(b) hereof, no Shareholder,  who
               owns twenty  percent (20%) or more of the issued and  outstanding
               shares of the Corporation ("20%  Shareholder")  shall, in any one
               transaction  or any series of similar  transactions,  directly or
               indirectly  sell to any third party or otherwise  dispose of more
               than fifty  percent (50%) of the Shares owned by him or it unless
               the terms and  conditions  of such sale or other  disposition  to
               such third party shall include an offer to the other Shareholders
               to include,  at the other  Shareholders'  option,  in the sale or
               other  disposition  to the third party,  the other  Shareholders'
               ratable share of the Shares covered by such  disposition.  If any
               20% Shareholder  receives a bona fide offer from a third party to
               purchase or otherwise  acquire more than fifty  percent  (50%) of
               the  Shares  owned by him or it, the 20%  Shareholder  shall then
               cause the third  party's  offer to be reduced  to writing  (which
               writing shall  include an offer to purchase or otherwise  acquire
               Shares  from the other  Shareholders  according  to the terms and
               conditions of Section  5(a)(ii) of this Agreement) and shall send
               written  notice  of  the  third  party's  offer  (the  "Inclusion
               Notice") to the other Shareholders. The Inclusion Notice shall be
               accompanied  by a true  and  correct  copy of the  third  party's
               offer.  At any time within  thirty (30) days after receipt of the
               Inclusion  Notice,  the other  Shareholders  may accept the offer
<PAGE>
               included  in  the   Inclusion   Notice  for  up  to  his  or  its
               proportionate   share  by  furnishing   written  notice  of  such
               acceptance  to the  20%  Shareholder  and  delivering  to the 20%
               Shareholder  the  certificate or  certificates  representing  the
               Shares to be sold or otherwise disposed of pursuant to such offer
               by the other  Shareholders  (which  certificate  or  certificates
               shall be held in escrow  pending the  consummation  of the sale),
               together  with a limited  power-of-attorney  authorizing  the 20%
               Shareholder to sell or otherwise  dispose of such Shares pursuant
               to the terms of such third party's offer.

          b.   The purchase from the other Shareholders pursuant to this Section
               5(b) shall be on the same terms and conditions, including the per
               Share price  (which  shall in all events be paid  directly to the
               other Shareholder by bank cashier's or certified check or by wire
               transfer of immediately  available funds) and the date of sale or
               other  disposition,  as are received by the 20%  Shareholder  and
               stated in the Inclusion Notice provided to the other Shareholders
               by the 20%  Shareholder,  however,  the 20% Shareholder  shall be
               under no obligation to make any  representations or warranties or
               agree  to  any   covenants  or   indemnification   provisions  in
               connection  with  such  sale,  except  for such  representations,
               warranties and covenants (and related  indemnification)  as shall
               specifically relate to the 20% Shareholder.

          c.   Simultaneously  with  the  consummation  of  the  sale  or  other
               disposition of the Shares of the  Shareholders to the third party
               pursuant to the third party's offer,  the 20%  Shareholder  shall
               notify the other  Shareholders  of the  consummation of the sale,
               shall  cause  the  purchaser  to  remit  directly  to  the  other
               Shareholders  the total  sales  price of the other  Shareholders'
               Shares sold or otherwise disposed of pursuant thereto and the 20%
               Shareholder  shall furnish such other  evidence of the completion
               and time of completion of such sale or other  disposition and the
               terms  thereof  as may be  reason  ably  requested  by the  other
               Shareholders.

          d.   If within  thirty  (30) days after the  receipt of the  Inclusion
               Notice,  the  other  Shareholders  have not  accepted  the  offer
               contained in the Inclusion Notice, the other Shareholders,  shall
               be deemed to have waived any and all rights  with  respect to the
               sale  or  other  disposition  of  the  Shares  described  in  the
               Inclusion  Notice and the 20%  Shareholder  shall have sixty (60)
               days after  receipt of the  Inclusion  Notice in which to sell or
               otherwise dispose of not more than the amount of Shares described
               in the Inclusion  Notice,  on terms not more favorable to the 20%
               Shareholder than were set forth in the Inclusion  Notice.  If the
               sale or  disposition is not  consummated  within sixty (60) days,
               the 20%  Shareholder  shall  comply with the  provisions  of this
               Section 5 for all proposed future sales or dispositions  that are
               described  in Section  5(a).  If, at the end of ninety  (90) days
               following   the  receipt  of  the  Inclusion   Notice,   the  20%
               Shareholder  has not completed the sale or other  disposition  of
               his Shares and those of the other Shareholders in accordance with
               the terms of the third party's offer,  the 20% Shareholder  shall
<PAGE>
               return all  certificates of the other  Shareholders  representing
               the Shares  which the other  Shareholders  delivered  for sale or
               other  disposition  pursuant  to  this  Section  5,  and  all the
               restrictions  on  sale or  other  disposition  contained  in this
               Agreement  with  respect to Shares  owned by the 20%  Shareholder
               shall again be in effect.

6. Purchase of Shares upon Death of a Shareholder.

          a.   Upon the death of a Shareholder,  the Corporation  shall purchase
               from  the   deceased   Shareholder's   estate  and  the  deceased
               Shareholder's  estate  shall sell to the  Corporation  all of the
               deceased  Shareholder's  Shares, now owned or hereafter acquired,
               in accordance  with the terms and procedures set forth in Section
               9 of this Agreement. For purposes of this Section 6, however: (i)
               the date on which the  Corporation  shall  purchase  the deceased
               Shareholder's  Shares shall be the Closing Date which is no later
               than sixty (60) days after the later of (A) the  qualification of
               the deceased  Shareholder's legal representative (or, if no legal
               representative  is  appointed  or  qualifies,  within one hundred
               eighty   (180)  days   following   the  death  of  the   deceased
               Shareholder),  or (B) the  collection by the  Corporation  of the
               proceeds of any policy or policies  of  insurance  on the life of
               the deceased  Shareholder  the Corporation may own at the time of
               the deceased  Shareholder's death, on which Closing Date the down
               payment for the deceased  Shareholder's  Shares shall be paid and
               the   promissory   note  shall  be   delivered  to  the  deceased
               Shareholder's  estate,  and (ii) the  amount of the down  payment
               shall be determined  pursuant to  subparagraph  (b) below. In the
               event  that the  deceased  Shareholder's  heirs have not caused a
               legal representative for the deceased  Shareholder's estate to be
               appointed  and  qualified  within one hundred  twenty  (120) days
               following the death of the deceased Shareholder,  the Corporation
               may  petition  a court of  competent  jurisdiction  to appoint an
               appropriate legal  representative for the deceased  Shareholder's
               estate for the  purpose of  permitting  the sale of the  deceased
               Shareholder's  Shares in accordance  with the  provisions of this
               Section 6, it being the express intention of the parties that the
               deceased  Shareholder's  estate  shall be  obligated  to sell the
               deceased   Shareholder's  Shares  and  that  the  Corporation  be
               obligated to purchase the deceased  Shareholders Shares as herein
               provided.

          b.   The full amount of the  proceeds of any life  insurance  policies
               owned by the Corporation  naming the deceased  Shareholder as the
               insured  shall be used as the down  payment  required  to be paid
               under the provisions of this Section 6, it being the agreement of
               the  parties  that,  in the event the  proceeds  of any such life
               insurance  policies owned by the Corporation  equal or exceed the
               amount  of the  Purchase  Price  for the  deceased  Shareholder's
               Shares,  the full amount of the  Purchase  Price shall be paid to
               the deceased  Shareholder's  estate on the Closing Date in a lump
               sum from such insurance  proceeds.  In the event the  Corporation
               does not own any life  insurance  policies  naming  the  deceased
               Shareholder as the insured, or the proceeds of any such policy or
               policies  received  by the  Corporation  equal  less  than  fifty
               percent  (50%)  percent of the  Purchase  Price to be paid by the
<PAGE>
               Corporation  for the  deceased  Shareholder's  Shares,  then,  in
               either such event,  the Corporation  shall make a cash payment on
               the Closing Date to the deceased  Shareholder's estate in such an
               amount as will  result in a total  down  payment of not less than
               twenty-five  (25%) percent of the Purchase Price for the deceased
               Shareholder's  Shares.  Any unpaid  balance of the Purchase Price
               remaining  after  the  proceeds  of any life  insurance  policies
               and/or any cash payments made by the  Corporation are paid to the
               deceased  Shareholder's estate shall be paid by the Corporation's
               delivery to the deceased Shareholder's estate on the Closing Date
               of a promissory  note in the form  referred to in Section 9(b) of
               this Agreement.

          c.   In the event the  Corporation is unable to purchase any or all of
               the  deceased  Shareholder's  Shares for the reasons set forth in
               Section 13 of the  Agreement,  the surviving  Shareholders  shall
               purchase from the deceased  Shareholder's estate and the deceased
               Shareholder's estate shall sell to the surviving Shareholders all
               of the deceased  Shareholder's  Shares which the  Corporation was
               unable to purchase  (the  "Remaining  Decedent's  Shares") on the
               same terms and conditions as  hereinbefore  provided with respect
               to the  purchase  of the  deceased  Shareholder's  Shares  by the
               Corporation.  The obligation of the  Corporation  with respect to
               the Remaining Decedent's Shares shall therefore be deemed to have
               been  assumed  by the  surviving  Shareholders.  In the event the
               surviving   Shareholders  are  unable  to  purchase  all  of  the
               remaining Decedents Shares, the Remaining Decedent's Shares which
               the   surviving   Shareholders   were  unable  to  purchase  (the
               "remainder  of  Decedent's  Shares")  may be offered  for sale to
               third  parties,  provided  that any such sale of the Remainder of
               Decedent's  Shares is made in full compliance with any applicable
               federal  and/or  state laws  governing  the sale and  issuance of
               securities.

7. Disposition of Shares Upon Disability of Shareholder/Employee.

          a.   In the  event  a  Shareholder,  who is also  an  employee  of the
               Corporation, shall become so mentally or physically disabled that
               he shall not be able to actively perform his corporate duties and
               responsibilities  for a period of three (3) consecutive months or
               an  aggregate  period of six (6) months in any twelve  (12) month
               period the existence of such a disability to be determined by the
               mutual  agreement  of the  parties  hereto,  or in the event such
               agreement cannot be reached, the following procedure:

               i.   If the Corporation maintains a disability income policy, the
                    definition set forth in such policy shall control,  provided
                    the issuing insurance  company agree to commence  disability
                    payments as a result of such permanent disability.

<PAGE>
               ii.  If the  Corporation  does not maintain a  disability  income
                    policy:

                    1.   Each party shall select an  independent  physician  who
                         shall  examine  the  subject  Shareholder.  The  mutual
                         agreement  of  the  two  examining   physicians   shall
                         control, and their decision shall be binding.

                    2.   If  the  two   physicians   cannot  agree,   they  (the
                         physicians)  shall select a third  physician to examine
                         the subject  Shareholder.  The majority opinion of such
                         three (3) physicians shall control,  and their decision
                         shall be binding;

               (the "Disabled Shareholders") the Corporation shall purchase from
               the Disabled  Shareholder and the Disabled Shareholder shall sell
               to the Corporation all of the Disabled  Shareholder's Shares, now
               owned or hereafter  acquired,  in  accordance  with the terms and
               procedures set forth in Section 9 of this Agreement. For purposes
               of this Section 7 however:  (i) the date on which the Corporation
               shall purchase the Disabled  Shareholder's Shares shall be a date
               (the  "Purchase  Date")  which is no later  than nine (9)  months
               following the onset of the Disabled Shareholder's  disability, on
               which   Purchase   Date  the  down   payment  for  the   Disabled
               Shareholder's  Shares shall be paid and the promissory note shall
               be  delivered  to  the   Disabled   Shareholder   (or  his  legal
               representative,  as the case may be),  and (ii) the amount of the
               down payment shall be  determined  pursuant to  subparagraph  (b)
               below.  In the event the  Disabled  Shareholder  is  incapable of
               managing his affairs and a legal  representative for the Disabled
               Shareholder has not been appointed and qualified  within nine (9)
               months   following  the  onset  of  the  Disabled   Shareholder's
               disability,  the  Corporation  may  petition a court of competent
               jurisdiction to appoint an appropriate legal  representative  for
               the Disabled  Shareholder  for the purpose of permitting the sale
               of the  Disabled  Shareholder's  Shares  in  accordance  with the
               provisions  of this Section 7, it being the express  intention of
               the parties that the Disabled  Shareholder  shall be obligated to
               sell his Shares and the  Corporation is obligated to purchase the
               Disabled Shareholder's Shares as herein provided.

          b.   The full  amount  of the  proceeds  of any  disability  insurance
               policies owned by the Corporation naming the Disabled Shareholder
               as the insured  shall be used as the down payment  required to be
               paid  under  the  provisions  of this  Section  7, it  being  the
               agreement of the parties  hereto that,  in the event the proceeds
               of  any  such   disability   insurance   policies  owned  by  the
               Corporation  equal or exceed the amount of the Purchase Price for
               the  Disabled  Shareholder's  Shares,  the  full  amount  of  the
               Purchase Price shall be paid to the Disabled  Shareholder (or his
               legal representative, as the case may be) on the Purchase Date in
               a lump  sum  from  such  insurance  proceeds.  In the  event  the
               Corporation does not own any disability insurance policies naming
               the Disabled  Shareholder as the insured,  or the proceeds of any
               such policy or policies  received by the  Corporation  equal less
               than fifty percent (50%) percent of the Purchase Price to be paid
               by the Corporation for the Disabled  Shareholder's  Shares, then,
<PAGE>
               in either such event,  the Corporation  shall make a cash payment
               on the Purchase  Date to the Disabled  Shareholder  (or his legal
               representative)  in such an amount as will result in a total down
               payment  of  not  less  than  twenty-five  (25%)  percent  of the
               Purchase Price for the Disabled  Shareholder's Shares. Any unpaid
               balance of the Purchase Price remaining after the proceeds of any
               disability  insurance  policies  and/or any cash payments made by
               the  Corporation  are paid to the  Disabled  Shareholder  (or his
               legal representative) shall be paid by the Corporation's delivery
               to the Disabled Shareholder (or his legal  representative) on the
               Purchase  Date of a  promissory  note in the form  referred to in
               Section 9(b)of this Agreement.

          c.   In the event the  Corporation is unable to purchase any or all of
               the  Disabled  Shareholder's  Shares for the reasons set forth in
               Section 13 of this Agreement, the non-disabled Shareholders shall
               purchase   from  the  Disabled   Shareholder   and  the  Disabled
               Shareholder  shall sell to the  non-disabled  Shareholders all of
               the  Disabled  Shareholder's  Shares  which the  Corporation  was
               unable  to  purchase  (the  "Remaining   Disabled   Shareholder's
               Shares")  on  the  same  terms  and  conditions  as  hereinbefore
               provided   with   respect  to  the   purchase  of  the   Disabled
               Shareholder's  Shares by the  Corporation.  The obligation of the
               Corporation with respect to the Remaining Disabled  Shareholder's
               Shares  shall  therefore  be deemed to have been  assumed  by the
               non-disabled   Shareholders.   In  the  event  the   non-disabled
               Shareholders are unable to purchase all of the Remaining Disabled
               Shareholder's Shares, the Remaining Disabled Shareholder's Shares
               which the non-disabled  Shareholders were unable to purchase (the
               "Remainder of Disabled  Shareholder's Shares") may be offered for
               sale  to  third  parties,  provided  that  any  such  sale of the
               Remainder  of  Disabled  Shareholder's  Shares  is  made  in full
               compliance   with  any  applicable   federal  and/or  state  laws
               governing the sale and issuance of securities.


8. Right to Purchase - Call Option.

          a.   Upon the occurrence of the following  events to any  Shareholder,
               the  Shareholder  shall  be  obliged  to offer to sell his or its
               Shares to the  Corporation at the Purchase  Price,  as defined in
               Section 9 herein:

               1.   Shareholder files a voluntary petition of bankruptcy;

               2.   Any  Shares  of a  Shareholder  are  directed  by a court of
                    competent jurisdiction to be transferred to any person not a
                    party to this  Agreement for any reason  including,  without
                    limitation, divorce or satisfaction of a judgment.
<PAGE>
9. Purchase Price.

          a.   The purchase price for the Shares  ("Purchase  Price")  purchased
               pursuant to this  Section 9 shall be the fair market value of the
               Common  Stock (as  determined  by the  Corporation's  independent
               certified   public   accountants  in  accordance  with  generally
               accepted  accounting  principles  and  valued  on the date of the
               events enumerated in Sections 4, 5, 6, 7 or 8 of this Agreement).

          b.   The Closing for any purchase of Shares pursuant to this Section 9
               shall be held at 10:00 a.m. at the offices of the  Corporation on
               the sixtieth  (60th) day after the date that the  Shareholders or
               the Corporation provide notice that he or it is exercising his or
               its right to purchase the Shares  pursuant to Sections 4, 5, 6, 7
               or 8 herein, or at such other time and place as the parties shall
               agree. At the Closing,  the Shareholders or the Corporation shall
               pay for the Shares and the  selling  Shareholders  shall  deliver
               certificates representing the Shares free and clear of all liens,
               charges and encumbrances and properly  endorsed for transfer.  At
               the option of the  purchasing  Shareholders  or the  Corporation,
               payment of the Purchase Price for the Shares may be made in up to
               thirty-six  (36) equal monthly  installments as determined by the
               purchasing  Shareholders  or the  Corporation  in his or its sole
               discretion,  with the first  such  installment  to be paid at the
               closing  of  the  purchase  of  such  Shares  and  the  remaining
               installments   to  be  paid  on  the  first  day  of  each  month
               thereafter. The obligation to make the installment payments shall
               be  evidenced by a  promissory  note  bearing  interest at a rate
               equal to the prime rate of interest  set forth in The Wall Street
               Journal at the time of issuance and  delivery of such  promissory
               note.

10. Loans.

          a.   If  there  shall  be  a  loan  due  from  the  Corporation  to  a
               Shareholder   whose  Shares  are  being  sold  pursuant  to  this
               Agreement, unless there is a preexisting agreement in place, such
               loan  shall  be  repaid  by  the  Corporation  in  equal  monthly
               installments over a thirty-six (36) month period.  The obligation
               of the  Corporation  to  repay  any  such  loan,  if not  already
               evidenced  by  a  promissory   note,  shall  be  evidenced  by  a
               promissory  note of the  Corporation  in the principal  amount of
               such loan,  which promissory note shall bear interest at the rate
               such  loan  was  earning  at the  time  of the  purchase  of such
               Shareholders  Shares.  Said promissory note shall be delivered by
               the  Corporation to the  Shareholder  whose Shares are being sold
               pursuant   to  this   Agreement   (or   his   estate   or   legal
               representative,   as  the  case   may  be)  at  the   time   such
               Shareholder's  Shares are  delivered to the  Corporation  (or, if
               such Shareholder's  Shares are being sold to another Shareholder,
               at the time such Shareholder's  Shares are delivered to the other
               Shareholder).

          b.   Cunningham  shall have the option to borrow up to fifty  thousand
               dollars  ($50,000.00) from the Corporation at an interest rate of
               six  percent  (6%) per  annum  or the  applicable  federal  rate,
               whichever is greater.  Interest only shall be payable  quarterly;
               however,  on the third anniversary of the date of the issuance of
               the promissory note the balance of the principal shall become due
               and payable to the Corporation.
<PAGE>
11. Insurance.

          a.   The  Corporation,  at its option,  may  purchase  and cause to be
               maintained life insurance  policies in amounts  determined by the
               Corporation  on the  Shareholder's  life with the  Corporation as
               owner and  beneficiary  thereof  for the  purpose of meeting  its
               obligations  under Sections 6 and 7 hereof.  The Corporation may,
               from time to time,  purchase such additional amounts of insurance
               as it deems  appropriate in light of increases in the fair market
               value of the Common  Stock of the  Corporation.  The  Shareholder
               employees of the  Corporation  shall cooperate in connection with
               the  purchase  and  maintenance  of any  such  insurance  policy,
               including  without  limitation,  the  submission  to any  medical
               examinations reasonably required to obtain and main tain any such
               policy.

          b.   Sullivan and Cunningham  shall have the right to purchase  keyman
               insurance on the lives of Walter M. Groteke,  Daniel Stephens and
               Kevin  F.  Sherlock  in an  amount  up  to  two  million  dollars
               ($2,000,000.00)  each,  the premium for which will be paid for by
               Sullivan and Cunningham, personally.


12. Injunctive Relief; Specific Performance.

          Each of the Shareholders  acknowledges that his or its interest in the
          Agreement  is unique to him or it,  that his or its  Shares  cannot be
          readily  purchased  or sold in the open  market  and  that  the  other
          Shareholders  and the Corporation  will be irreparably  damaged in the
          event of a breach or threatened breach of the terms,  covenants and/or
          conditions of this Agreement by any Shareholder which damages will not
          be measurable or  compensable  in money damages  unless this Agreement
          shall be specifically  enforced.  In addition,  to any other remedy to
          which the other  Shareholders or the Corporation may be entitled,  the
          other   Shareholders  or  the  Corporation  shall  be  entitled  to  a
          preliminary  and  permanent  injunction,  without  showing  any actual
          damage or threat of irreparable  injury,  and/or a decree for specific
          performance,  without  any bond or other  security  being  required in
          connection therewith, in accordance with the provisions hereof.

13. Corporate Surplus.

          If the Corporation  shall not have sufficient  surplus to permit it to
          lawfully make payment of the Purchase  Price for the Shares  purchased
          by it under this Agreement, the entire available surplus shall be paid
          on account,  and each Shareholder or the legal  representative  of any
          Shareholder's  estate shall  promptly  take such  measures to vote the
          respective  holdings of Shares owned by the  Shareholder to reduce the
<PAGE>
          capital  of the  Corporation  or to take  such  other  steps as may be
          appropriate  or  necessary  in  order to  enable  the  Corporation  to
          lawfully  make payment of the purchase  price for Shares  purchased by
          it.

14. Shareholder Inspection of Corporate Books.

          The Corporation  shall keep complete and correct books and records of:
          Shareholder  proceedings,  board and committee meetings; and the names
          and addresses of all  Shareholders,  including the number and class of
          Shares held by each  Shareholder and the dates when they became owners
          thereof (collectively called the "books and records").

          All Shareholders shall have the right to inspect the books and records
          of the  Corporation  upon providing the  Corporation or its designated
          agent with ten (10) days written notice.


15. Voting Requirements.

          Except  as  herewith  permitted  in this  Agreement  unless a  greater
          percentage  vote  is  required  by law,  the  written  consent  or the
          affirmative vote of at least 80% of the entire board of directors (the
          "Required  Super-Majority")  shall be required to authorize any of the
          following:

          a.   Any merger or  consolidation  of the Corporation with or into any
               other corporation (provided, that in any merger or consolidation,
               all of the  provisions of the  Agreement  shall be binding on the
               survivor  corporation or  consolidated  corporation,  to the same
               extent   and  with  the  same   effect  as  in   respect  of  the
               Corporation);

          b.   Modification  of  the  Corporation  from a "C"  corporation  to a
               limited liability Company or similar "pass through entity".

          c.   The sale,  lease or exchange of all or  substantially  all of the
               assets of the Corporation;

          d.   The  issuance of any Shares other than those set forth on Exhibit
               A attached  hereto or the agreed ISO Shares;  provided,  however,
               that no Shares  other  than those set forth on Exhibit A attached
               hereto may be issued unless,  at the time of such  issuance,  the
               proposed  shareholder  is or becomes a party to this Agreement by
               signing a counterpart hereof or a consent to be bound hereby;

          e.   The dissolution of the Corporation;

          f.   The adoption of a plan of liquidation of the Corporation;

          g.   Any action by the Corporation to commence any case, proceeding or
               other  action  (i)  under  any  existing  or  future  law  of any
               jurisdiction relating to bankruptcy,  insolvency,  reorganization
               or  relief of  debtors,  seeking  to have any  order  for  relief
               entered  with  respect  to it,  or  seeking  to  adjudicate  it a
               bankrupt or insolvent,  or seeking  reorganization,  arrangement,
               adjustment, winding-up, liquidation,  dissolution, composition or
               other  relief with  respect to it or its debts,  or (ii)  seeking
               appointment  of a receiver,  trustee,  custodian or other similar
               official  for  it,  or for  all or any  substantial  part  of its
               assets,  or making a general  assignment  for the  benefit or its
               creditors;

          h.   Any amendment of the certificate of  incorporation  or by-laws of
               the Corporation;
<PAGE>
          i.   Any amendment of this Agreement;

          j.   Any  investment or  expenditure  by the  Corporation  directly or
               indirectly,  through a subsidiary  or  otherwise,  which  exceeds
               $250,000 whether such investment or expenditure is made in a lump
               sum or in a series of  related  payments  unless in the  Business
               Plan, attached as Exhibit B ; or

          k.   Approval  of any  agreements,  documents  or  other  arrangements
               between or  involving  the  Corporation  and any  shareholder  or
               affiliate thereof,  as well as, any amendment,  consent or waiver
               with respect to such arrangements;

          l.   Removal of directors other than by the party which designated the
               director;

          m.   Approval  of the  appointment  of the  members  of any  committee
               established by the board of directors;

          n.   Declaration of dividends;

          o.   A material change in the business of the Corporation;

          p.   Issuance,  purchase  or  redemption  of  the  Corporation  of any
               securities  of  the  Corporation  and  any  change,  increase  or
               reduction in the capitalization of the Corporation;

          q.   Appointment or removal of any officer of the  Corporation  except
               as provided in the employment  agreement to which the Corporation
               is a party;

          r.   Any reduction of the funding  requirements  of the Business Plan;
               and

          s.   To obligate  the  Corporation  to repay all or any portion of the
               open  advance  made by  NetWolves  as  referenced  in  Section 16
               herein.

          A majority  vote of the board of  directors,  to the  extend  board of
          directors approval is required, shall prevail with regard to all other
          corporate action,  including,  without  limitation,  matters affecting
          products, pricing, sales, inventory and operations.


16. Capital Contributions.

          The parties recognize that there are certain funding  requirements for
          the proposed business of the Corporation. NetWolves agrees to make the
          following payments to the Corporation for this purpose:
<PAGE>
<TABLE>
<CAPTION>
                    Date of Payment                  Amount
                    ---------------                  ------
                    <S>                           <C>
                    April 19, 1999                 $50,000.00

                    May 5, 1999                   $117,000.00

                    May 14, 1999                  $100,000.00

                    May 24, 1999                  $100,000.00

                    May 28, 1999                  $332,000.00

                    June 11, 1999                 $150,000.00

                    June 29, 1999                 $100,000.00

                    July 7, 1999                  $426,000.00

                    August 1, 1999                $375,000.00

                    September 15, 1999            $850,000.00 - $1,000,000.00

                    October 15, 1999              $850,000.00 - $1,000,000.00

                    November 15, 1999             $850,000.00 - $1,000,000.00
</TABLE>

         The parties agree that NetWolves shall have the option to secure all or
any part of the above  proceeds  through  the sale of part of its  shares in the
Corporation  or through  the merger of the  Corporation  into a publicly  traded
corporation,  provided  that  the  aggregate  equity  interest  of the  Sullivan
Shareholders shall not be diluted as a result of such transactions.  The parties
further agree that the funds  contributed by NetWolves  shall be structured as a
non-interest  bearing  open  advance  to the  Corporation  which  shall  have no
maturity date and shall be subordinate to all other debt and  obligations of the
Corporation.

         In the event  NetWolves  fails to make the  payments  set forth in this
Section,  and such failure  continues for twenty (20) days after written  notice
thereof,  the number of Shares owned by NetWolves  in the  Corporation  shall be
reduced as follows:
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                Sullivan Shareholders   Number of Shares    Percentage of
                              NetWolves Percentage   Sullivan     Percentage of TSG   Available to Sell to   TSG Shares
NetWolves        NetWolves      of TSG Assuming    Shareholders    Shares Assuming      Outside Investors   Available for
Investment     Number of TSG   5,000,000 Shares   Number of TSG   5,000,000 Shares      Assuming 5,000,000    Outside
  Amount          Shares          Outstanding         Shares         Outstanding        Shares Outstanding   Investors
- -------------------------------------------------------------------------------------------------------------------------
<S>              <C>                <C>             <C>                  <C>                <C>                 <C>
$4,750,000.00    4,150,000          83.0%           850,000              17%                        0           0.0%
- -------------------------------------------------------------------------------------------------------------------------
 4,050,000.00    4,050,000          81.0%           850,000              17%                  100,000           2.0%
- -------------------------------------------------------------------------------------------------------------------------
 3,250,000.00    3,825,000          73.0%           850,000              17%                  325,000          10.0%
- -------------------------------------------------------------------------------------------------------------------------
 2,250,000.00    3,075,000          58.0%           850,000              17%                1,075,000          25.0%
- -------------------------------------------------------------------------------------------------------------------------
 1,750,000.00    2,700,000          50.5%           850,000              17%                1,450,000          32.5%
- -------------------------------------------------------------------------------------------------------------------------
 1,000,000.00    1,950,000          35.5%           850,000              17%                2,200,000          47.5%
- -------------------------------------------------------------------------------------------------------------------------
- ---------
<FN>
1.   The 850,000 includes 70,000 shares purchased by the Sullivan Shareholders, ISO shares of 605,000 and 175,000 reserved for ISO
     shares tied to the achievement of goals in the Business Plan.

2.   The equity received for the amounts paid shall be computed on a pro rata basis.

3.   NetWolves has a twenty (20) day grace period after the due date of any payment to make the required payment.

4.   Formula:
     -------
      2.0% For First $700,000
      8.0% For Next $800,000 (1 Point Per $100,000)
     15.0% For Next $1,000,000 (1.5 Point Per $100,000)
      7.5% For Next $500,000 (1.5 Point Per $100,000)
     15.0% For Next $750,000 (2 Point Per $100,000)
</FN>
</TABLE>
<PAGE>
         If 5,000,000 shares of TSG stock have been issued and if NetWolves does
not make any further funding  payments of the amounts  indicated above, TSG will
have the  right to  obtain  equity  from  NetWolves  in order to raise the funds
required  for the  Business  Plan from  entities  other  than  NetWolves  or its
affiliates  provided only that NetWolves has the right of first refusal to match
the amount and the terms of any such funding  payments.  This raise is not to be
considered a Second Capital Raise. However,  NetWolves will have the opportunity
to fund the  Corporation  for the full amount  indicated above until twenty (20)
days after  November 15, 1999,  in the event no third  parties have provided the
necessary funds in the interim period.

17. Miscellaneous.

     a.   Each party hereto  acknowledges that it or he has read this Agreement,
          understands  it,  and  agrees to be bound by its  terms,  and  further
          acknowledges  and  agrees  that  it  is  the  complete  and  exclusive
          statement of the agreement and  understanding of the parties regarding
          the  subject  matter  hereof,  which  supersedes  and merges all prior
          proposals,  agreements and understandings,  oral and written, relating
          to the  subject  matter  hereof.  This  Agreement  may not be  changed
          orally, but only by an agreement in writing.

     b.   No waiver of any breach or default hereunder shall be considered valid
          unless in writing,  and no such waiver shall be deemed a waiver of any
          subsequent breach or default of the same or similar nature.

     c.   If  any  provision  of  this  Agreement   shall  be  held  invalid  or
          unenforceable,  such invalidity or unenforceability  shall attach only
          to such provision and shall not in any manner affect or render invalid
          or unenforceable any other severable provision of this Agreement,  and
          this  Agreement  shall  be  carried  out as if  any  such  invalid  or
          unenforceable  provision were not contained  herein. In the event that
          any provision is declared invalid or  unenforceable,  the Shareholders
          and  the   Corporation   agree  to  substitute  for  such  invalid  or
          unenforceable provision a new provision which reflects, to the closest
          extent possible, the intent of the parties.

     d.   Except as otherwise expressly provided herein, this Agreement shall be
          binding upon and inure to the benefit of the parties  hereto and their
          respective  successors,  estates,  heirs,  legal  representatives  and
          permitted assigns and transferees.

     e.   The  section  headings  contained  herein  are  for  the  purposes  of
          convenience  only and are not intended to define or limit the contents
          of said actions.

     f.   This Agreement  shall be governed by the laws of the State of New York
          (without  giving  effect  to  principles  of  conflicts  of law).  The
          Shareholders and the Corporation  consent and agree that  jurisdiction
          and venue for all legal proceedings  relating to the subject matter of
          this Agreement shall lie exclusively  with the appropriate  federal or
          state court sitting within the State of New York, County of New York.
<PAGE>
     g.   A copy of this  Agreement  shall be filed  with the  Secretary  of the
          Corporation and kept with the records of the Corporation.

     h.   Any notice or other  communication  to be given  hereunder shall be in
          writing and  delivered  personally  or sent by certified or registered
          mail,  postage  prepaid,  if to  the  Corporation,  addressed  to  the
          Corporation  at its  then-principal  business  address,  and if to any
          Shareholder,  addressed  to him or it at  his  or  its  address  as it
          appears  in the stock  records  of the  Corporation,  or to such other
          address  as any party may have  furnished  to the  others in  writing.
          Unless otherwise provided in this Agreement,  notice given pursuant to
          this section shall be deemed given as of the date of its receipt.

     i.   This Agreement may be executed in two (2) or more  counterparts,  each
          of which shall be deemed an original,  but all of which together shall
          constitute one and the same instrument.

     j.   All representations,  warranties and agreements contained herein shall
          survive the execution and delivery of this Agreement.

     k.   This Agreement and the restrictions on transfer set forth herein shall
          terminate  upon the  occurrence  of any of the following  events:  (i)
          cessation of the Corporation's business, (ii) bankruptcy, receivership
          or dissolution of the  Corporation,  (iii) the voluntary  agreement of
          all parties who are bound by the terms  hereof.  Upon  termination  of
          this Agreement,  each  Shareholder  shall surrender to the Corporation
          the certificates for his or its Shares and the Corporation shall issue
          to him,  her or it, in lieu  thereof,  new  certificates  for an equal
          number of Shares  without  the second of the two  legends set forth in
          Section 3(c) hereof.


                        [SIGNATURES APPEAR ON NEXT PAGE]
<PAGE>
         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the date first above written.


TSG Global Education Web, Inc.                 NetWolves Corporation


By: /s/ Martin E. Cunningham                    By: /s/ Walter M. Groteke
    ------------------------------------            ----------------------------
    President & Chief  Executive Officer            Walter M. Groteke
                                                    Chief Executive Officer

     /s/ Martin E. Cunningham
    ------------------------------------
     Martin E. Cunningham
     in his individual capacity



     /s/ David  H. Sullivan
    ------------------------------------
     David H. Sullivan
     in his individual capacity


     /s/ Ronald B. Collins
    ------------------------------------
     Ronald B. Collins
     in his individual capacity


     /s/ John J. Phelan
    ------------------------------------
     John J. Phelan
     in his individual capacity


     /s/ Daniel J. Molloy
    ------------------------------------
     Daniel J. Molloy
     in his individual capacity
<PAGE>

                           EXHIBIT A Shareholder List
<TABLE>
<CAPTION>
Name of Shareholder              Class of Stock                 Number of Shares Owned
- -------------------              --------------                 ----------------------
<S>                               <C>                                  <C>
NetWolves Corporation              Common Stock                        4,150,000
200 Broadhollow Road
Suite 207
Melville, NY 11747

David H. Sullivan                  Common Stock                           25,250
78 Strawberry Hill Road
Madison, CT 06443

Martin E. Cunningham               Common Stock                           25,250
73 Fort Path Road
Madison, CT 06443
Common Stock

Ronald B. Collins                  Common Stock                            6,500
2 Little Road
Guilford, CT 06437

John J. Phelan                     Common Stock                            6,500
30 Glen Hollow Road
West Hartford, CT 06117

Daniel J. Molloy                   Common Stock                            6,500
812 18th Street
Union City, NJ 07087

David H. Sullivan                  Preferred Stock                       250,000
78 Strawberry Hill Road
Madison, CT 06443
</TABLE>


                              EMPLOYMENT AGREEMENT
                              --------------------

     AGREEMENT  dated as of July 7th,  1999,  between TSG Global  Education Web,
Inc. ("Company"), a Delaware corporation, having its principal place of business
located at P.O. Box 300, 320 Soundview Road, Guilford, Connecticut, and David H.
Sullivan ("Employee"), residing at 78 Strawberry Hill Road, Madison, Connecticut
06443.

                                   WITNESSETH:

     WHEREAS,  the Employee has  expertise in the  management  of a company that
provides educational and other consulting services to major corporations through
the means of a secure  internet  connection,  which company has been merged into
the Company concurrently with the execution of this Agreement;

     WHEREAS, the parties acknowledge that the Employee's abilities and services
are unique and essential to the prospects of the Company; and

     WHEREAS,  in light of the  foregoing,  the  Company  desires  to employ the
Employee  to  perform  Employee  and other  services  for the  Company,  and the
Employee desires to accept such employment,  subject to the terms and conditions
set forth herein.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  Employment.  The Company  hereby employs the Employee as Advisor to the
Company,  President and Chief Executive  Officer and the Employee hereby accepts
employment upon the terms and conditions hereinafter set forth.

     2. Term. The term of this Agreement shall be three (3) years, commencing on
the date hereof  ("Effective  Date") and ending July , 2002,  subject to earlier
termination  as  provided  in this  Agreement  ("Term")  and  subject to certain
provisions  hereof  which  survive  the Term.  The Term  shall be  extended  for
additional one (1) year periods automatically unless either party shall give the
other party a written termination  notice,  which notice shall be given at least
ninety (90) days prior to the end of the Term.

     3. Compensation.

     (a) For all services rendered under this Agreement:
<PAGE>
     (i) The  Company  shall  pay the  Employee  a base  salary  at the  rate of
$150,000.00 per annum payable in equal monthly installments. ("Base Salary"), as
may be  adjusted  from  time to time by the CPI  Factor  (as  defined  below) as
provided in Section 3(b) below,  or such greater  amount as shall be approved by
the Company's Board of Directors from time to time; and


     (ii) The Company shall pay the Employee Incentive Compensation,  calculated
and payable as set forth on Exhibit A attached hereto and made a part hereof.

     (iii) The  Company  shall agree to grant to the  Employee on the  Effective
Date options to acquire TSG $0.001 par value Common Stock ("Shares") pursuant to
the provisions of the Company's  qualified  Incentive  Stock Option Plan ("ISO")
attached  as  Exhibit B and the  number of Shares at the grant  price of the ISO
Shares in accordance with the table in Exhibit C, attached hereto.

     (iv) The Company  shall also agree to sell to the Employee on the Effective
Date the numbers of Shares in accordance with the table on Exhibit D;

     (b) The Base Salary  shall be subject  each year to  adjustment  to reflect
changes in the cost of living as set forth in this  Section  3(b).  Effective on
each  May 1st the  Base  Salary  shall  be  changed  to the  amount  derived  by
multiplying  the Base Salary by a fraction,  the numerator of which shall be the
Consumer Price Index for All Urban  Consumers,  [U.S.  City Average]  (1982-84 =
100)  for  the  month  of  March  immediately  preceding  such  May  1st and the
denominator of which shall be 165.0, the said Consumer Price Index for the month
of March, 1999 ("CPI Factor"). The amount so determined shall be the Base Salary
for the calendar year beginning as of that May 1st until the next May 1st or the
end of the Term, whichever occurs sooner.

     (c) Sullivan shall receive deferred compensation in the amount of $100,000,
payable in monthly  installments  from October  1999  through  March 2000 in the
amount of $16,667.00 per month.

     4. Duties.  The Employee shall perform such duties of an advisory nature as
shall be requested by the President and Chief  Executive  Officer subject to the
direction of the Board of  Directors.  The Employee  shall perform and discharge
well and faithfully the duties which may be assigned to him from time to time by
the Company in connection  with the conduct of its business.  If the Employee is
elected or  appointed  a director  or officer of the  Company or any  subsidiary
thereof  during  the term of this  Agreement,  the  Employee  will serve in such
capacity without further compensation.
<PAGE>
     5. Extent of  Services.  So long as during the Term of this  Agreement  the
Company has not notified the  Employee of his  disability  pursuant to Section 9
hereof, the Employee shall devote reasonable time, attention and energies to the
business  of the  Company,  in order to  perform  the  duties  assigned  to him;
however,  notwithstanding  anything to the contrary  otherwise  stated  Employee
shall be entitled to own and invest in other businesses,  so long as he does not
assume an operational role of such businesses.

     6. Benefits/Expenses.

     (a) During the term of his  employment,  the Employee  shall be entitled to
participate in employee benefit plans or programs of the Company,  provided that
they should conform to the benefits which are now offered to the Employee in his
current position, if any, to the extent that his position,  tenure, salary, age,
health and other qualifications make him eligible to participate, subject to the
rules  and  regulations  applicable  thereto.  Such  additional  benefits  shall
include,  subject to the approval of the Board of Directors,  medical and dental
insurance, paid vacation and qualified pension and profit sharing plans.

     (b) The Company will furnish the Employee,  $1,000.00 each month to be used
for the purchase or lease of an automobile and an amount  sufficient  each month
to cover auto insurance for such vehicle.

     (c) The Company shall  maintain term life  insurance  with Mass Mutual Life
Insurance  Company with annual premium payment not to exceed  $4,500.00 with the
beneficiary to be designated by the Employee.

     (d) The Employee  shall be entitled to  reimbursement  of all out of pocket
expenses  reasonably  incurred  by him in the  performance  of his duties to the
Company,  subject to the presenting of appropriate  vouchers in accordance  with
the Company's policy.

     7. Disclosure of Information.

     (a) The Employee  represents  and warrants to the Company that there are no
other  agreements  that would  interfere  with his ability to perform his duties
hereunder  and that  Exhibit  E hereto  sets  forth,  to the best of  Employee's
knowledge:

     (i) All  rights,  in respect of the  Employee's  engaging  in any  business
activity (whether or not for profit), of former employers,  clients, principals,
partners or others with whom or for whom the  Employee  has  performed  services
since 1988; and

     (ii) All of the  business  activities  (whether  or not for  profit) of the
Employee applicable to periods after the time such services were performed.
<PAGE>
     (b)  The  Employee   recognizes   and   acknowledges   that  the  Company's
confidential  or  proprietary  data or  information  as they have existed,  will
exist, may continue to exist from time to time, are valuable, special and unique
assets of the Company's business, access to and knowledge of which are essential
to the performance of the Employee's  duties  hereunder.  The Employee will not,
during or after the term of his employment by the Company,  in whole or in part,
directly  or  indirectly   disclose,   divulge  or  communicate   such  secrets,
information or processes to any person, firm, corporation,  association or other
entity for any reason or purpose whatsoever,  nor shall the Employee make use of
any such  property for his own purposes or for the benefit of any person,  firm,
corporation  or other  entity  (except  the  Company)  under  any  circumstances
provided  that after the term of his  employment  these  restrictions  shall not
apply to such secrets,  information  and processes  which are then in the public
domain (provided that the Employee was not responsible,  directly or indirectly,
for such secrets,  information or process entering the public domain without the
Company's consent).  The Employee agrees to hold as the Company's property,  all
memoranda,  books,  papers,  letters,  formulas  and other data,  and all copies
thereof  and  therefrom,  in any way  relating  to the  Company's  business  and
affairs,  whether made by him or otherwise  coming into his  possession,  and on
termination  of his  employment,  or on demand of the Company,  at any time,  to
deliver the same to the Company.

     (c) The term "confidential or proprietary data or information":  as used in
this Agreement  shall mean  information  not generally  available to the public,
including without limitation,  all database information,  personnel information,
financial information,  customer lists, supplier lists, trade secrets,  patented
or proprietary information,  forms,  information regarding operations,  systems,
services,  know how, computer and any other processed or collated data, computer
programs, pricing, marketing and advertising data.

     (d) All written  materials,  records and documents  made by the Employee or
coming into Employee's  possession during  Employee's  employment by the Company
concerning any products,  processes or equipment manufactured,  used, developed,
investigated,  purchased,  sold  or  considered  by  the  Company  or  otherwise
concerning  the business or affairs of the Company shall be the sole property of
the Company,  and upon termination of Employee's  employment by the Company,  or
upon  request  of the  Company  during  Employee's  employment  by the  Company,
Employee  shall  promptly  deliver the same to the Company.  In  addition,  upon
termination  of Employee's  employment by the Company,  Employee will deliver to
the  Company  all other  Company  property  in  Employee's  possession  or under
Employee's  control,   including  but  not  limited  to,  financial  statements,
marketing and sales data, customer and supplier lists,  database information and
other documents, and any Company credit cards.

     8. Restrictive Covenant. During the Term of this Agreement and for a period
of three (3) years after the date of such  termination  for any reason  Employee
shall not without the prior written consent of the Company:
<PAGE>
     (a) Non-Competition. Act as an individual proprietor, partner, stockholder,
officer, principal, agent, employee, supervisor, manager, consultant, guarantor,
creditor,  lender,  co-endorser  or  in  any  other  capacity  whatsoever,  own,
participate  in the ownership of,  manage,  operate,  exercise any control over,
render  services to, or engage in any of the foregoing  for any business,  firm,
corporation,  limited liability company, its successors or assigns,  partnership
or other entity which operates a business  similar to or competitive with any of
the products or services  developed by the Company during the period  commencing
on October 1, 1992,  until  termination of employment which are conducted in any
of the geographic areas,  including the continental  United States, in which the
Company's business is conducted.  These products include, but are not limited to
the following products or services:

     (a) Foxbox Technology;
     (b) ESCN Training;
     (c) PROFIT COACH ;
     (d) PROFIT COACH TOOL KIT ;
     (e) Organizational  Competitive  Benchmark Studies of  major oil companies;
         and
     (f) Leader/Lead classroom training.

     (b)  Non-Solicitation.  Solicit any business from any current  customers or
clients of the  Company,  its  successors  or assigns,  or from any  prospective
customers  or clients  of  Company,  its  successors  or  assigns  from whom the
Company's  employees or agents have engaged in, or solicited business within the
three  (3)  year  period  immediately  preceding  the  termination  date  of the
Executive's  employment for the purpose of selling  products or services similar
to or competitive with those offered or sold or provided by the Company.

     (c)  Solicitation  of  Employees.   In  any  manner,  whether  directly  or
indirectly,  seek to  persuade  any  director,  officer,  or other  employee  of
Company,   its  successors  or  assigns  to  discontinue   their  employment  or
relationship  with Company,  its  successors or assigns,  nor will such Employee
solicit, entice, induce or retain any such person for such purpose.

     (d) The parties hereto intend that the covenants  contained in this Section
8,  which  pertain  only to  geographic  areas  where the  Company is engaged in
business,  shall be deemed a series of separate  covenants  for each  applicable
area of the  relevant  country,  state,  county  and city.  If, in any  judicial
proceeding,  a court shall refuse to enforce all the separate  covenants  deemed
included in this Section 8 because,  taken together,  they cover too extensive a
geographic area, the parties intend that those of such covenants (taken in order
of the cities, counties,  states and countries therein which are least populous)
which if eliminated would permit the remaining separate covenants to be enforced
in  such  proceeding  shall,  for the  purpose  of such  proceeding,  be  deemed
eliminated from the provisions of this Section 8.

     (e)  Nothing in this  Section 8 shall  reduce or  abrogate  the  Employee's
obligations during the term of this Agreement under Sections 4 and 5 hereof.
<PAGE>
     9. Termination.

     (a)  Disability.  The  Company  shall  have  the  right to  terminate  this
Agreement at any time,  without cause, upon ninety (90) days prior notice, or in
the event of the permanent disability of the Employee,  upon five (5) days prior
written  notice.  Upon  termination,  the  Company  shall pay the  Employee  all
compensation  earned under Section 3 through the date of  termination;  provided
that the incentive compensation shall be payable within one hundred twenty (120)
days after  termination  as set forth in Exhibit A. In  addition,  the  Employee
shall receive a termination payment computed and payable as described in Section
9(e). For the purposes of this  subparagraph  "permanent  disability" shall mean
the physical or mental  incapacity of the Employee for any consecutive three (3)
month period or any aggregate  period of six (6) months in any twelve (12) month
period of such a nature that the Employee shall be unable  diligently to perform
the  duties  of  advisor  to  the  President  and  Chief  Executive  Officer  as
contemplated hereby. Such determination shall be made by the mutual agreement of
the parties  hereto,  or in the event such agreement  cannot be reached,  by the
following procedure:

     (i)  If the Company  maintains a disability  income policy,  the definition
          set forth in such policy shall control, provided the issuing insurance
          company  agrees to  commence  disability  payments as a result of such
          permanent disability.

     (ii) If the Company does not maintain a disability income policy:

          (A)  Each  party  shall  select  an  independent  physician  who shall
               examine the subject  Employee.  The mutual  agreement  of the two
               examining  physicians shall control,  and their decision shall be
               binding.

          (B)  If the two (2)  physicians  cannot agree,  they (the  physicians)
               shall select a third  physician to examine the subject  Employee.
               The majority opinion of such three physicians shall control,  and
               their decision shall be binding.

     (b) Death. This Agreement shall terminate  automatically  upon the death of
the Employee.  In such event,  the Company shall pay the estate of the Employee,
within thirty (30) days after the date of death, all  compensation  earned under
Section 3 through the date of termination,  provided the incentive  compensation
shall be payable within one hundred  twenty (120) days after  termination as set
forth in Exhibit A.

     (c) For Cause.  In addition to its rights  under  Section  9(a) above,  the
Company shall have the right,  at its sole option,  to terminate  this Agreement
"for cause", as hereinafter defined, at any time, without any further payment to
the Employee other than  compensation  earned under Section 3(a)(i) prior to the
date of termination,  by notice to the Employee (or his personal representative,
as the  case may be),  specifying  the  reason  for  such  termination,  and the
Employee shall be entitled to any incentive compensation on a pro rata basis for
<PAGE>
the period ending on the date of such termination.  For purposes of this Section
9(c),  "cause" shall mean solely (i) the Employee's  conviction of a felony or a
crime of  moral  turpitude,  (ii) the  Employee's  willful  misconduct  or gross
negligence  materially  detrimental  to the Company,  or (iii) the breach by the
Employee of a material term of this  Agreement  which  continues for thirty (30)
days after written notice thereof, specifying the nature of the breach, is given
to the Employee.

     (d) Without  Cause.  If the Employee is terminated  by the Company  without
Cause he shall be entitled to all Incentive  Compensation earned under Section 3
through the date of  termination  provided that the  compensation  shall be paid
within one hundred  twenty (120) days after  termination as set forth in Exhibit
A.

     (e) Termination  Payment. If the Employee's  employment is terminated under
Section 9(a), 9(b) or 9(d) herein, the Employee shall be entitled to receive, as
a termination  payment,  any amount equal to his annual Base Salary, as adjusted
by the CPI Factor, in effect on the date of termination,  payable through July ,
2002, or such other date as this Agreement may have been extended to pursuant to
Section 2 herein,  in the same  manner as such  compensation  was paid  prior to
termination.  The amount of payment  under Section 9 (a) shall be reduced by the
amounts,  if any,  paid to the Employee by the  Company's  disability  insurance
policy . In the event of  termination  upon death,  the  Company  will fund such
payments  with term life  insurance at standard  rates and the Employee will pay
any additional amount over and above the standard rate amount .

     (f)  Loans.  Upon  termination  of the  Employee's  employment  under  this
Agreement for any reason  (including  expiration  of the term  hereof),  (i) all
loans made to the Employee shall become immediately due and payable, except that
if the  Employee's  employment is terminated  under Section 9(a) or 9(b), he (or
his personal  representatives)  shall have the option to elect, by notice to the
Company within ten (10) days after the date of such  termination,  to repay such
loans in twelve (12) equal  monthly  installments  following  termination,  with
interest,  from the date of  termination  of  employment,  at the prime  rate of
interest  announced  by Citibank  N.A.  from time to time.  In such  event,  the
Employee (or his personal  representatives)  shall execute a promissory note and
other  documentation  evidencing  such  loans as the  Company  shall  reasonably
request;  and (ii) all loans due Employee and any deferred  compensation owed to
the Employee by the Company shall become due and payable to the Employee be paid
in accordance with its terms.

     10. Remedies.  If there is a breach or threatened  breach of the provisions
of Section 5, 7(b), or 8 of this Agreement,  the Company shall be entitled to an
injunction  restraining  the Employee from such breach.  Nothing herein shall be
construed as  prohibiting  the Company from pursuing any other remedies for such
breach or threatened breach.
<PAGE>
     11. Insurance. The Company may, at its election and for its benefit, insure
the Employee through key man insurance up to $2,000,000.00 or otherwise, against
accidental  loss or  death  and  the  Employee  shall  submit  to such  physical
examination  and  supply  such  information  as may be  required  in  connection
therewith.

     12. Location of Performance.  The Employee's  services will be performed in
the Guilford,  Connecticut area. The Employee's  performance  hereunder shall be
within such area or its environs.  The parties  acknowledge,  however,  that the
Employee may be required to travel some in connection  with the  performance  of
his duties hereunder.

     13. Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the Company,  and unless clearly
inapplicable,  all  references  herein to the Company shall be deemed to include
any successors.  In addition,  this Agreement shall be binding upon and inure to
the benefit of the Employee and his heirs, executors,  legal representatives and
assigns;  provided,  however, that the obligations of Employee hereunder may not
be delegated without the prior written approval of the Board of Directors of the
Company.

     14.  Successor  Company.  The Company shall require any successor  (whether
direct or indirect, by purchase,  merger,  consolidation or otherwise) to all or
substantially  all of the business  and/or  assets of the Company,  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform as if no such  succession
had taken place.

     15.  Notices.  Any notice  required  or  permitted  to be given  under this
Agreement  shall be  sufficient  if in  writing  and shall be deemed  given when
delivered personally or three days after being sent by first-class registered or
certified mail, return receipt requested, to the party for which intended at its
or his address set forth at the beginning of this Agreement  (which, in the case
of the  Company,  shall be sent  "Attention:  Chairman of the Board") or to such
other  address as either party may  hereafter  specify by similar  notice to the
other.

     16.  Waiver of Breach.  A waiver by the Company or the Employee of a breach
of any  provision  of this  Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the other party.

     17.  Entire  Agreement.  This  Agreement  supersedes  all prior  agreements
between the parties,  written and oral, and cannot be amended or modified except
by a  writing  signed  by  both  parties.  It may  be  executed  in one or  more
counterpart copies, each of which shall be deemed an original,  but all of which
shall constitute the same instrument.
<PAGE>
     18. Choice of Law/Forum.  This Agreement shall be governed and construed in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of law.  Any  disputes  arising  out of this  Agreement  shall be
adjudicated in the Federal or State court presiding in the Counties of New York,
Nassau or Suffolk, State of New York.

     19. Captions/Exhibits.  Captions used in this Agreement are for convenience
of reference  only and shall not be deemed a part of this  Agreement nor used in
the  construction of its meaning.  Exhibits  attached to this Agreement shall be
deemed as fully a part of this Agreement as if set forth in full herein.

     20.  Severability.  If any  provision  of this  Agreement  shall be  deemed
invalid  or  unenforceable  as written it shall be  construed,  to the  greatest
extent possible, in a manner which shall render it valid and enforceable and any
limitations on the scope or duration of any such provision  necessary to make it
valid and  enforceable  shall be deemed to be part  thereof;  no  invalidity  or
unenforceability  shall affect any other  portion of this  Agreement  unless the
provision deemed to be so invalid or unenforceable is a material element of this
Agreement, taken as a whole.

     21.  Acknowledgment.  Employee acknowledges that he has carefully read this
Agreement  and hereby  represents  and warrants to the Company  that  Employee's
entering  into this  Agreement,  and the  obligations  and duties  undertaken by
Employee hereunder,  will not conflict with, constitute a breach of or otherwise
violate the terms of any other  agreement to which  Employee is a party and that
Employee is not  required to obtain the consent of any person or entity in order
to enter into and perform his obligations under this Agreement.

     With  respect  to the  covenants  contained  in  Sections  7 and 8 of  this
Agreement,  Employee  agrees that any remedy at law for any breach or threatened
or attempted  breach of such  covenants may be  inadequate  and that the Company
shall be entitled to specific performance or any other mode of injunctive and/or
other  equitable  relief to enforce its rights  hereunder  or any other relief a
court  might  award  without  the  necessity  of showing  any  actual  damage or
irreparable harm or the posting of any bond or furnishing of other security.



                        [SIGNATURES APPEAR ON NEXT PAGE]
<PAGE>
         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first hereinabove written.


                                  TSG GLOBAL EDUCATION WEB, INC.


                                  By:  /s/ Martin Cunningham
                                       -----------------------------------------
                                       [Title]




                                       /s/ David H. Sullivan
                                       -----------------------------------------
                                       David H. Sullivan
                                       Employee


                              EMPLOYMENT AGREEMENT
                              --------------------

     AGREEMENT dated as of July 7, 1999,  between TSG Global Education Web, Inc.
("Company"),  a Delaware  corporation,  having its  principal  place of business
located at P.O. Box 300, 320 Soundview Road, Guilford,  Connecticut,  and Martin
E. Cunningham ("Employee"), residing at 73 Fort Path Road, Madison, CT 06443.

                                   WITNESSETH:

     WHEREAS,  the Employee has  expertise in the  management  of a company that
provides educational and other consulting services to major corporations through
the means of a secure  internet  connection,  which company has been merged into
the Company concurrently with the execution of this Agreement;

     WHEREAS, the parties acknowledge that the Employee's abilities and services
are unique and essential to the prospects of the Company; and

     WHEREAS,  in light of the  foregoing,  the  Company  desires  to employ the
Employee  to  perform  Employee  and other  services  for the  Company,  and the
Employee desires to accept such employment,  subject to the terms and conditions
set forth herein.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  Employment.  The Company  hereby  employs the Employee as President and
Chief Employee Officer and the Employee hereby accepts employment upon the terms
and conditions hereinafter set forth.

     2. Term. The term of this Agreement shall be three (3) years, commencing on
the date hereof  ("Effective  Date") and ending July , 2002,  subject to earlier
termination  as  provided  in this  Agreement  ("Term")  and  subject to certain
provisions  hereof  which  survive  the Term.  The Term  shall be  extended  for
additional one (1) year periods automatically unless either party shall give the
other party a written termination  notice,  which notice shall be given at least
ninety (90) days prior to the end of the Term.

          3. Compensation.

          (a) For all services rendered under this Agreement:

                   (i) The Company  shall pay the  Employee a base salary at the
rate of  $150,000.00  per annum  payable in equal monthly  installments.  ("Base
Salary"),  as may be  adjusted  from time to time by the CPI Factor (as  defined
below) as provided in Section  3(b) below,  or such  greater  amount as shall be
approved by the Company's Board of Directors from time to time; and
<PAGE>
                   (ii)  The   Company   shall   pay  the   Employee   Incentive
Compensation,  calculated and payable as set forth on Exhibit A attached  hereto
and made a part hereof.

                   (iii) The Company shall agree to grant to the Employee on the
Effective  Date options to acquire TSG $0.001 par value Common Stock  ("Shares")
pursuant to the  provisions of the Company's  qualified  Incentive  Stock Option
Plan ("ISO")  attached as Exhibit B and the number of Shares and the grant price
of the ISO Shares in accordance with the table in Exhibit C.

                   (iv) The Company  shall also agree to sell to the Employee on
the Effective Date the numbers of Shares in accordance with the table on Exhibit
D.

         (b) The Base Salary shall be subject each year to adjustment to reflect
changes in the cost of living as set forth in this  Section  3(b).  Effective on
each  May 1st the  Base  Salary  shall  be  changed  to the  amount  derived  by
multiplying  the Base Salary by a fraction,  the numerator of which shall be the
Consumer Price Index for All Urban  Consumers,  [U.S.  City Average]  (1982-84 =
100)  for  the  month  of  March  immediately  preceding  such  May  1st and the
denominator of which shall be 165.0, the said Consumer Price Index for the month
of March, 1999 ("CPI Factor).  The amount so determined shall be the Base Salary
for the calendar year beginning as of that May 1st until the next May 1st or the
end of the Term, whichever occurs sooner.

         4. Duties.  The Employee shall perform on a full time basis such duties
of an executive  nature as shall be customarily  associated  with the offices of
President and Chief  Executive  Officer subject to the direction of the Board of
Directors.  The Employee  shall perform and discharge  well and  faithfully  the
duties  which  may be  assigned  to him  from  time to time  by the  Company  in
connection  with the  conduct of its  business.  If the  Employee  is elected or
appointed a director or officer of the Company or any subsidiary  thereof during
the term of this  Agreement,  the Employee will serve in such  capacity  without
further compensation.

         5. Extent of Services. So long as during the Term of this Agreement the
Company has not  notified  the  Employee of his  disability  pursuant to Section
10(a) hereof,  the Employee shall devote his full business  time,  attention and
energies to the  business  of the Company  subject to  reasonable  absences  for
vacation  and illness and may not during the term of this  Agreement  be engaged
(whether  or not  during  normal  business  hours)  in  any  other  business  or
professional activity,  whether or not such activity is pursued for gain, profit
or other pecuniary advantage.

          6. Benefits/Expenses.

         (a) During the term of his  employment,  the Employee shall be entitled
to  participate in employee  benefit plans or programs of the Company,  provided
that they should  conform to the benefits  which are now offered to the Employee
in his  current  position,  if any,  to the extent  that his  position,  tenure,
salary,  age, health and other  qualifications make him eligible to participate,
subject  to the  rules  and  regulations  applicable  thereto.  Such  additional
benefits  shall  include,  subject to the  approval  of the Board of  Directors,
medical and dental  insurance,  paid vacation and  qualified  pension and profit
sharing plans.
<PAGE>
     (b) The Company will furnish the Employee,  $1,000.00 each month to be used
for the purchase or lease of an automobile and an amount  sufficient  each month
to cover auto insurance for such vehicle.

     (c) The Company shall  maintain term life  insurance  with Mass Mutual Life
Insurance  Company with annual premium payment not to exceed  $2,716.92 with the
beneficiary to be designated by the Employee.

     (d) The Employee  shall be entitled to  reimbursement  of all out of pocket
expenses  reasonably  incurred  by him in the  performance  of his duties to the
Company,  subject to the presenting of appropriate  vouchers in accordance  with
the Company's policy.

     7. Disclosure of Information.

     (a) The  Employee  represents  and  warrants to the Company  that Exhibit E
hereto sets forth, to the best of Employee's knowledge:

                   (i) All rights, in respect of the Employee's  engaging in any
business  activity (whether or not for profit),  of former  employers,  clients,
principals,  partners or others with whom or for whom the Employee has performed
services since 1988; and

                   (ii)  All of the  business  activities  (whether  or not  for
profit) of the Employee  applicable to periods after the time such services were
performed.

     (b)  The  Employee   recognizes   and   acknowledges   that  the  Company's
confidential  or  proprietary  data or  information  as they have existed,  will
exist, may continue to exist from time to time, are valuable, special and unique
assets of the Company's business, access to and knowledge of which are essential
to the performance of the Employee's  duties  hereunder.  The Employee will not,
during or after the term of his employment by the Company,  in whole or in part,
directly  or  indirectly   disclose,   divulge  or  communicate   such  secrets,
information or processes to any person, firm, corporation,  association or other
entity for any reason or purpose whatsoever,  nor shall the Employee make use of
any such  property for his own purposes or for the benefit of any person,  firm,
corporation  or other  entity  (except  the  Company)  under  any  circumstances
provided  that after the term of his  employment  these  restrictions  shall not
apply to such secrets,  information  and processes  which are then in the public
domain (provided that the Employee was not responsible,  directly or indirectly,
for such secrets,  information or process entering the public domain without the
Company's consent).  The Employee agrees to hold as the Company's property,  all
memoranda,  books,  papers,  letters,  formulas  and other data,  and all copies
thereof  and  therefrom,  in any way  relating  to the  Company's  business  and
affairs,  whether made by him or otherwise  coming into his  possession,  and on
termination  of his  employment,  or on demand of the Company,  at any time,  to
deliver the same to the Company.

     (c) The term "confidential or proprietary data or information":  as used in
this Agreement  shall mean  information  not generally  available to the public,
including without limitation,  all database information,  personnel information,
financial information,  customer lists, supplier lists, trade secrets,  patented
or proprietary information,  forms,  information regarding operations,  systems,
services,  know how, computer and any other processed or collated data, computer
programs, pricing, marketing and advertising data.
<PAGE>
     (d) All written  materials,  records and documents  made by the Employee or
coming into Employee's  possession during  Employee's  employment by the Company
concerning any products,  processes or equipment manufactured,  used, developed,
investigated,  purchased,  sold  or  considered  by  the  Company  or  otherwise
concerning  the business or affairs of the Company shall be the sole property of
the Company,  and upon termination of Employee's  employment by the Company,  or
upon  request  of the  Company  during  Employee's  employment  by the  Company,
Employee  shall  promptly  deliver the same to the Company.  In  addition,  upon
termination  of Employee's  employment by the Company,  Employee will deliver to
the  Company  all other  Company  property  in  Employee's  possession  or under
Employee's  control,   including  but  not  limited  to,  financial  statements,
marketing and sales data, customer and supplier lists,  database information and
other documents, and any Company credit cards.

     8.  Inventions.  The Employee  hereby  sells,  transfers and assigns to the
Company or to any person, or entity designated by the Company, all of the entire
right,  title and  interest  of the  Employee in and to all  inventions,  ideas,
disclosures and improvements,  whether patented or unpatented, and copyrightable
material,  made or conceived by the Employee,  solely or jointly, or in whole or
in part,  during or before the term hereof (but after the Effective  Date) which
(i) relate to methods, apparatus,  designs, products, processes or devices sold,
leased,  used  or  under  construction  or  development  by the  Company  or any
subsidiary or (ii) otherwise relate to or pertain to the business,  functions or
operations of the Company or any  subsidiary,  or (iii) arise (wholly or partly)
from the efforts of the  Employee  during the term hereof.  The  Employee  shall
communicate  promptly and  disclose to the Company,  in such form as the Company
requests,  all  information,  details and data pertaining to the  aforementioned
inventions,  ideas,  disclosures and improvements;  and, whether during the term
hereof or thereafter, the Employee shall execute and deliver to the Company such
formal  transfers and  assignments and such other papers and documents as may be
required  of the  Employee  to  permit  the  Company  or any  person  or  entity
designated by the Company to file and prosecute the patent  applications and, as
to copyrightable  material,  to obtain copyright  thereon.  Any invention by the
Employee  within one year following the  termination of this Agreement  shall be
deemed to fall within the  provisions  of this  paragraph  unless  proved by the
Employee to have been first conceived and made following such termination.

     9. Restrictive Covenant. During the Term of this Agreement and for a period
of three (3) years after the date of such  termination  for any reason  Employee
shall not without the prior written consent of the Company:

     (a) Non-Competition. Act as an individual proprietor, partner, stockholder,
officer, principal, agent, employee, supervisor, manager, consultant, guarantor,
creditor,  lender,  co-  endorser  or in any  other  capacity  whatsoever,  own,
participate  in the ownership of,  manage,  operate,  exercise any control over,
render  services to, or engage in any of the foregoing  for any business,  firm,
corporation,  limited liability company, its successors or assigns,  partnership
or other entity which operates a business  similar to or competitive with any of
the products or services  developed by the Company during the period  commencing
on October 1, 1992,  until  termination of employment which are conducted in any
of the geographic areas,  including the continental  United States, in which the
Company's business is conducted.  These products include, but are not limited to
the following products or services:
<PAGE>
     (a) Foxbox Technology;
     (b) ESCN Training;
     (c) PROFIT COACH ;
     (d) PROFIT COACH TOOL KIT ;
     (e)  Organizational  Competitive  Benchmark Studies of major oil companies;
          and
     (f) Leader/Lead classroom training.

     (b)  Non-Solicitation.  Solicit any business from any current  customers or
clients of the  Company,  its  successors  or assigns,  or from any  prospective
customers  or clients  of  Company,  its  successors  or  assigns  from whom the
Company's  employees or agents have engaged in, or solicited business within the
three  (3)  year  period  immediately  preceding  the  termination  date  of the
Executive's  employment for the purpose of selling  products or services similar
to or competitive with those offered or sold or provided by the Company.

     (c)  Solicitation  of  Employees.   In  any  manner,  whether  directly  or
indirectly,  seek to  persuade  any  director,  officer,  or other  employee  of
Company,   its  successors  or  assigns  to  discontinue   their  employment  or
relationship  with Company,  its  successors or assigns,  nor will such Employee
solicit, entice, induce or retain any such person for such purpose.

     (d) The parties hereto intend that the covenants  contained in this Section
9,  which  pertain  only to  geographic  areas  where the  Company is engaged in
business,  shall be deemed a series of separate  covenants  for each  applicable
area of the  relevant  country,  state,  county  and city.  If, in any  judicial
proceeding,  a court shall refuse to enforce all the separate  covenants  deemed
included in this Section 9 because,  taken together,  they cover too extensive a
geographic area, the parties intend that those of such covenants (taken in order
of the cities, counties,  states and countries therein which are least populous)
which if eliminated would permit the remaining separate covenants to be enforced
in  such  proceeding  shall,  for the  purpose  of such  proceeding,  be  deemed
eliminated from the provisions of this Section 9.

     (e)  Nothing in this  Section 9 shall  reduce or  abrogate  the  Employee's
obligations during the term of this Agreement under Sections 4 and 5 hereof.

     10. Termination.

              (a) Disability. The Company shall have the right to terminate this
Agreement at any time,  without cause, upon ninety (90) days prior notice, or in
the event of the permanent disability of the Employee,  upon five (5) days prior
written  notice.  Upon  termination,  the  Company  shall pay the  Employee  all
compensation  earned under Section 3 through the date of  termination;  provided
that the incentive compensation shall be payable within one hundred twenty (120)
days after  termination  as set forth in Exhibit A. In  addition,  the  Employee
shall receive a termination payment computed and payable as described in Section
10(e). For the purposes of this subparagraph  "permanent  disability" shall mean
the physical or mental  incapacity of the Employee for any consecutive three (3)
<PAGE>
month period or any aggregate  period of six (6) months in any twelve (12) month
period of such a nature that the Employee shall be unable  diligently to perform
the  duties  of  advisor  to  the  President  and  Chief  Employee   Officer  as
contemplated hereby. Such determination shall be made by the mutual agreement of
the parties  hereto,  or in the event such agreement  cannot be reached,  by the
following procedure:

          (i)  If  the  Company  maintains  a  disability  income  policy,   the
               definition set forth in such policy shall  control,  provided the
               issuing insurance company agrees to commence  disability payments
               as a result of such permanent disability.

          (ii) If the Company does not maintain a disability income policy:

               (A)  Each party shall select an  independent  physician who shall
                    examine the subject  Employee.  The mutual  agreement of the
                    two examining  physicians shall control,  and their decision
                    shall be binding.

               (B)  If the two physicians  cannot agree,  they (the  physicians)
                    shall  select  a third  physician  to  examine  the  subject
                    Employee.  The  majority  opinion of such  three  physicians
                    shall control, and their decision shall be binding.

     (b) Death. This Agreement shall terminate  automatically  upon the death of
the Employee.  In such event,  the Company shall pay the estate of the Employee,
within thirty (30) days after the date of death, all  compensation  earned under
Section 3 through the date of termination,  provided the incentive  compensation
shall be payable within one hundred  twenty (120) days after  termination as set
forth in Exhibit A. In  addition,  the estate of the  Employee  shall  receive a
termination payment computed and payable as described in Section 10(e) herein.

     (c) For Cause.  In addition to its rights under  Section  10(a) above,  the
Company shall have the right,  at its sole option,  to terminate  this Agreement
"for cause", as hereinafter defined, at any time, without any further payment to
the Employee other than  compensation  earned under Section 3(a)(i) prior to the
date of termination,  by notice to the Employee (or his personal representative,
as the  case may be),  specifying  the  reason  for  such  termination,  and the
Employee shall be entitled to any incentive compensation on a pro rata basis for
the period ending on the date of such termination.  For purposes of this Section
10(c), "cause" shall mean solely (i) the Employee's  conviction of a felony or a
crime of  moral  turpitude,  (ii) the  Employee's  willful  misconduct  or gross
negligence  materially  detrimental  to the Company,  or (iii) the breach by the
Employee of a material term of this  Agreement  which  continues for thirty (30)
days after written notice thereof, specifying the nature of the breach, is given
to the Employee.

     (d) Without  Cause.  If the Employee is terminated  by the Company  without
Cause he shall be entitled to all Incentive  Compensation earned under Section 3
through the date of  termination  provided that the  compensation  shall be paid
within one hundred  twenty (120) days after  termination as set forth in Exhibit
A.

     (e) Termination  Payment. If the Employee's  employment is terminated under
Section 10(a), 10(b) or 10(d) herein, the Employee shall be entitled to receive,
as a  termination  payment,  any amount  equal to his  annual  Base  Salary,  as
adjusted  by the CPI  Factor,  in  effect  on the date of  termination,  payable
through July , 2002, or such other date as this Agreement may have been extended
to pursuant to Section 2 herein,  in the same  manner as such  compensation  was
paid prior to  termination.  The amount of payment under Section 10 (a) shall be
reduced by the amounts, if any, paid to the Employee by the Company's disability
insurance  policy. In the event of termination upon death, the Company will fund
such payments with term life  insurance at standard  rates and the Employee will
pay any additional amount over and above the standard rate amount.
<PAGE>
     (f)  Loans.  Upon  termination  of the  Employee's  employment  under  this
Agreement for any reason  (including  expiration  of the term  hereof),  (i) all
loans made to the Employee shall become immediately due and payable, except that
if the  Employee's  employment is terminated  under Section 10 (a) or 10 (b), he
(or his personal  representatives)  shall have the option to elect, by notice to
the Company  within ten (10) days after the date of such  termination,  to repay
such loans in twelve (12) equal monthly installments following termination, with
interest,  from the date of  termination  of  employment,  at the prime  rate of
interest  announced  by Citibank  N.A.  from time to time.  In such  event,  the
Employee (or his personal  representatives)  shall execute a promissory note and
other  documentation  evidencing  such  loans as the  Company  shall  reasonably
request;  and (ii) all loans due Employee and any deferred  compensation owed to
the Employee by the Company shall become due and payable to the Employee be paid
in accordance with its terms.

     11. Remedies.  If there is a breach or threatened  breach of the provisions
of Section 5, 7(b), 8 or 9 of this  Agreement,  the Company shall be entitled to
an injunction restraining the Employee from such breach. Nothing herein shall be
construed as  prohibiting  the Company from pursuing any other remedies for such
breach or threatened breach.

     12. Insurance. The Company may, at its election and for its benefit, insure
the Employee through key man insurance up to $2,000,000.00 or otherwise, against
accidental  loss or  death  and  the  Employee  shall  submit  to such  physical
examination  and  supply  such  information  as may be  required  in  connection
therewith.

     13. Location of Performance.  The Employee's  services will be performed in
the Guilford,  Connecticut area. The Employee's  performance  hereunder shall be
within such area or its environs.  The parties  acknowledge,  however,  that the
Employee may be required to travel some in connection  with the  performance  of
his duties hereunder.

     14. Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the Company,  and unless clearly
inapplicable,  all  references  herein to the Company shall be deemed to include
any successors.  In addition,  this Agreement shall be binding upon and inure to
the benefit of the Employee and his heirs, executors,  legal representatives and
assigns;  provided,  however, that the obligations of Employee hereunder may not
be delegated without the prior written approval of the Board of Directors of the
Company.

     15.  Successor  Company.  The Company shall require any successor  (whether
direct or indirect, by purchase,  merger,  consolidation or otherwise) to all or
substantially  all of the business  and/or  assets of the Company,  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform as if no such  succession
had taken place.
<PAGE>
     16.  Notices.  Any notice  required  or  permitted  to be given  under this
Agreement  shall be  sufficient  if in  writing  and shall be deemed  given when
delivered personally or three days after being sent by first-class registered or
certified mail, return receipt requested, to the party for which intended at its
or his address set forth at the beginning of this Agreement  (which, in the case
of the  Company,  shall be sent  "Attention:  Chairman of the Board") or to such
other  address as either party may  hereafter  specify by similar  notice to the
other.

     17.  Waiver of Breach.  A waiver by the Company or the Employee of a breach
of any  provision  of this  Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the other party.

     18.  Entire  Agreement.  This  Agreement  supersedes  all prior  agreements
between the parties,  written and oral, and cannot be amended or modified except
by a  writing  signed  by  both  parties.  It may  be  executed  in one or  more
counterpart copies, each of which shall be deemed an original,  but all of which
shall constitute the same instrument.

     19. Choice of Law/Forum.  This Agreement shall be governed and construed in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of law.  Any  disputes  arising  out of this  Agreement  shall be
adjudicated in the Federal or State court presiding in the Counties of New York,
Nassau or Suffolk, State of New York.

     20. Captions/Exhibits.  Captions used in this Agreement are for convenience
of reference  only and shall not be deemed a part of this  Agreement nor used in
the  construction of its meaning.  Exhibits  attached to this Agreement shall be
deemed as fully a part of this Agreement as if set forth in full herein.

     21.  Severability.  If any  provision  of this  Agreement  shall be  deemed
invalid  or  unenforceable  as written it shall be  construed,  to the  greatest
extent possible, in a manner which shall render it valid and enforceable and any
limitations on the scope or duration of any such provision  necessary to make it
valid and  enforceable  shall be deemed to be part  thereof;  no  invalidity  or
unenforceability  shall affect any other  portion of this  Agreement  unless the
provision deemed to be so invalid or unenforceable is a material element of this
Agreement, taken as a whole.

     22.  Acknowledgment.  Employee acknowledges that he has carefully read this
Agreement  and hereby  represents  and warrants to the Company  that  Employee's
entering  into this  Agreement,  and the  obligations  and duties  undertaken by
Employee hereunder,  will not conflict with, constitute a breach of or otherwise
violate the terms of any other  agreement to which  Employee is a party and that
Employee is not  required to obtain the consent of any person or entity in order
to enter into and perform his obligations under this Agreement.

     With  respect to the  covenants  contained  in  Sections 7, 8 and 9 of this
Agreement,  Employee  agrees that any remedy at law for any breach or threatened
or attempted  breach of such  covenants may be  inadequate  and that the Company
shall be entitled to specific performance or any other mode of injunctive and/or
other  equitable  relief to enforce its rights  hereunder  or any other relief a
court  might  award  without  the  necessity  of showing  any  actual  damage or
irreparable harm or the posting of any bond or furnishing of other security.
<PAGE>
         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first hereinabove written.

                        [SIGNATURES APPEAR ON NEXT PAGE]
<PAGE>
                                  TSG GLOBAL EDUCATION WEB, INC.


                                  By:  /s/ Walter M. Groteke
                                       -----------------------------------------
                                            [Title]


                                       /s/ Martin E. Cunningham
                                       -----------------------------------------
                                       Martin E. Cunningham
                                       Employee




                              EMPLOYMENT AGREEMENT
                              --------------------

     AGREEMENT dated as of July 7, 1999,  between TSG Global Education Web, Inc.
("Company"),  a Delaware  corporation,  having its  principal  place of business
located at P.O. Box 300 320 Soundview Road, Guilford, Connecticut, and Ronald B.
Collins ("Employee"), residing at 2 Little Road, Guilford, CT 06437.

                                   WITNESSETH:

     WHEREAS,  the Employee has  expertise in the  management  of a company that
provides educational and other consulting services to major corporations through
the means of a secure  internet  connection,  which company has been merged into
the Company concurrently with the execution of this Agreement;

     WHEREAS, the parties acknowledge that the Employee's abilities and services
are unique and essential to the prospects of the Company; and

     WHEREAS,  in light of the  foregoing,  the  Company  desires  to employ the
Employee  to  perform  Employee  and other  services  for the  Company,  and the
Employee desires to accept such employment,  subject to the terms and conditions
set forth herein.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  Employment.  The Company  hereby  employs  the  Employee as Senior Vice
President-Duffy  Vinet Institute and the Employee hereby accepts employment upon
the terms and conditions hereinafter set forth.

     2. Term. The term of this Agreement shall be three (3) years, commencing on
the date hereof  ("Effective  Date") and ending July , 2002,  subject to earlier
termination  as  provided  in this  Agreement  ("Term")  and  subject to certain
provisions  hereof  which  survive  the Term.  The Term  shall be  extended  for
additional one (1) year periods automatically unless either party shall give the
other party a written termination  notice,  which notice shall be given at least
ninety (90) days prior to the end of the Term.

     3. Compensation.

     (a) For all services rendered under this Agreement:

     (i) The  Company  shall  pay the  Employee  a base  salary  at the  rate of
$100,000.00 per annum payable in equal monthly installments. ("Base Salary"), as
may be  adjusted  from  time to time by the CPI  Factor  (as  defined  below) as
provided in Section 3(b) below,  or such greater  amount as shall be approved by
the Company's Board of Directors from time to time; and
<PAGE>
     (ii) The Company shall pay the Employee Incentive Compensation,  calculated
and payable as set forth on Exhibit A attached hereto and made a part hereof.

     (iii) The  Company  shall agree to grant to the  Employee on the  Effective
Date options to acquire TSG $0.001 par value Common Stock ("Shares") pursuant to
the provisions of the Company's  qualified  Incentive  Stock Option Plan ("ISO")
attached  as Exhibit B and the  number of Shares and the grant  price of the ISO
Shares in  accordance  with the table in Exhibit C . (iv) The Company shall also
agree to sell to the  Employee  on the  Effective  Date the numbers of Shares in
accordance with the table on Exhibit D.

     (b) The Base Salary  shall be subject  each year to  adjustment  to reflect
changes in the cost of living as set forth in this  Section  3(b).  Effective on
each  May 1st the  Base  Salary  shall  be  changed  to the  amount  derived  by
multiplying  the Base Salary by a fraction,  the numerator of which shall be the
Consumer Price Index for All Urban  Consumers,  [U.S.  City Average]  (1982-84 =
100)  for  the  month  of  March  immediately  preceding  such  May  1st and the
denominator of which shall be 165.0, the said Consumer Price Index for the month
of March, 1999 ("CPI Factor"). The amount so determined shall be the Base Salary
for the calendar year beginning as of that May 1st until the next May 1st or the
end of the Term, whichever occurs sooner.

     4. Duties.  The Employee  shall perform on a full time basis such duties of
an Employee nature as shall be customarily associated with the offices of Senior
Vice  President-Duffy  Vinet Institute subject to the direction of the President
and Chief  Executive  Officer and the Board of  Directors.  The  Employee  shall
perform and discharge  well and  faithfully  the duties which may be assigned to
him from time to time by the  Company  in  connection  with the  conduct  of its
business.  If the  Employee is elected or appointed a director or officer of the
Company  or any  subsidiary  thereof  during  the  term of this  Agreement,  the
Employee will serve in such capacity without further compensation.

     5. Extent of  Services.  So long as during the Term of this  Agreement  the
Company has not  notified  the  Employee of his  disability  pursuant to Section
10(a) hereof,  the Employee shall devote his full business  time,  attention and
energies to the  business  of the Company  subject to  reasonable  absences  for
vacation  and illness and may not during the term of this  Agreement  be engaged
(whether  or not  during  normal  business  hours)  in  any  other  business  or
professional activity,  whether or not such activity is pursued for gain, profit
or other pecuniary advantage.

     6. Benefits/Expenses.

     (a) During the term of his  employment,  the Employee  shall be entitled to
participate in employee benefit plans or programs of the Company,  provided that
they should conform to the benefits which are now offered to the Employee in his
current position if any, to the extent that his position,  tenure,  salary, age,
health and other qualifications make him eligible to participate, subject to the
rules  and  regulations  applicable  thereto.  Such  additional  benefits  shall
include,  subject to the approval of the Board of Directors,  medical and dental
insurance, paid vacation and qualified pension and profit sharing plans.
<PAGE>
     (b) The Company  will furnish the  Employee,  $700.00 each month to be used
for the loan or lease of an automobile.

     (c) The Company shall  maintain term life  insurance  with Mass Mutual Life
Insurance  Company with annual premium payment not to exceed  $1,810.32 with the
beneficiary to be designated by the Employee.

     (d) The Employee  shall be entitled to  reimbursement  of all out of pocket
expenses  reasonably  incurred  by him in the  performance  of his duties to the
Company,  subject to the presenting of appropriate  vouchers in accordance  with
the Company's policy.

     7. Disclosure of Information.

     (a) The  Employee  represents  and  warrants to the Company  that Exhibit E
hereto sets forth, to the best of Employee's knowledge:

     (i) All  rights,  in respect of the  Employee's  engaging  in any  business
activity (whether or not for profit), of former employers,  clients, principals,
partners or others with whom or for whom the  Employee  has  performed  services
since 1988; and

     (ii) All of the  business  activities  (whether  or not for  profit) of the
Employee applicable to periods after the time such services were performed.

     (b)  The  Employee   recognizes   and   acknowledges   that  the  Company's
confidential  or  proprietary  data or  information  as they have existed,  will
exist, may continue to exist from time to time, are valuable, special and unique
assets of the Company's business, access to and knowledge of which are essential
to the performance of the Employee's  duties  hereunder.  The Employee will not,
during or after the term of his employment by the Company,  in whole or in part,
directly  or  indirectly   disclose,   divulge  or  communicate   such  secrets,
information or processes to any person, firm, corporation,  association or other
entity for any reason or purpose whatsoever,  nor shall the Employee make use of
any such  property for his own purposes or for the benefit of any person,  firm,
corporation  or other  entity  (except  the  Company)  under  any  circumstances
provided  that after the term of his  employment  these  restrictions  shall not
apply to such secrets,  information  and processes  which are then in the public
domain (provided that the Employee was not responsible,  directly or indirectly,
for such secrets,  information or process entering the public domain without the
Company's consent).  The Employee agrees to hold as the Company's property,  all
memoranda,  books,  papers,  letters,  formulas  and other data,  and all copies
thereof  and  therefrom,  in any way  relating  to the  Company's  business  and
affairs,  whether made by him or otherwise  coming into his  possession,  and on
termination  of his  employment,  or on demand of the Company,  at any time,  to
deliver the same to the Company.

     (c) The term "confidential or proprietary data or information":  as used in
this Agreement  shall mean  information  not generally  available to the public,
including without limitation,  all database information,  personnel information,
financial information,  customer lists, supplier lists, trade secrets,  patented
or proprietary information,  forms,  information regarding operations,  systems,
services,  know how, computer and any other processed or collated data, computer
programs, pricing, marketing and advertising data.
<PAGE>
     (d) All written  materials,  records and documents  made by the Employee or
coming into Employee's  possession during  Employee's  employment by the Company
concerning any products,  processes or equipment manufactured,  used, developed,
investigated,  purchased,  sold  or  considered  by  the  Company  or  otherwise
concerning  the business or affairs of the Company shall be the sole property of
the Company,  and upon termination of Employee's  employment by the Company,  or
upon  request  of the  Company  during  Employee's  employment  by the  Company,
Employee  shall  promptly  deliver the same to the Company.  In  addition,  upon
termination  of Employee's  employment by the Company,  Employee will deliver to
the  Company  all other  Company  property  in  Employee's  possession  or under
Employee's  control,   including  but  not  limited  to,  financial  statements,
marketing and sales data, customer and supplier lists,  database information and
other documents, and any Company credit cards.

     8.  Inventions.  The Employee  hereby  sells,  transfers and assigns to the
Company or to any person, or entity designated by the Company, all of the entire
right,  title and  interest  of the  Employee in and to all  inventions,  ideas,
disclosures and improvements,  whether patented or unpatented, and copyrightable
material,  made or conceived by the Employee,  solely or jointly, or in whole or
in part,  during or before the term hereof (but after the Effective  Date) which
(i) relate to methods, apparatus,  designs, products, processes or devices sold,
leased,  used  or  under  construction  or  development  by the  Company  or any
subsidiary or (ii) otherwise relate to or pertain to the business,  functions or
operations of the Company or any  subsidiary,  or (iii) arise (wholly or partly)
from the efforts of the  Employee  during the term hereof.  The  Employee  shall
communicate  promptly and  disclose to the Company,  in such form as the Company
requests,  all  information,  details and data pertaining to the  aforementioned
inventions,  ideas,  disclosures and improvements;  and, whether during the term
hereof or thereafter, the Employee shall execute and deliver to the Company such
formal  transfers and  assignments and such other papers and documents as may be
required  of the  Employee  to  permit  the  Company  or any  person  or  entity
designated by the Company to file and prosecute the patent  applications and, as
to copyrightable  material,  to obtain copyright  thereon.  Any invention by the
Employee  within one year following the  termination of this Agreement  shall be
deemed to fall within the  provisions  of this  paragraph  unless  proved by the
Employee to have been first conceived and made following such termination.

     9. Restrictive Covenant. During the Term of this Agreement and for a period
of three (3) years after the date of such  termination  for any reason  Employee
shall not without the prior written consent of the Company:

     (a) Non-Competition. Act as an individual proprietor, partner, stockholder,
officer, principal, agent, employee, supervisor, manager, consultant, guarantor,
creditor,  lender,  co-  endorser  or in any  other  capacity  whatsoever,  own,
participate  in the ownership of,  manage,  operate,  exercise any control over,
render  services to, or engage in any of the foregoing  for any business,  firm,
corporation,  limited liability company, its successors or assigns,  partnership
or other entity which operates a business  similar to or competitive with any of
the products or services  developed by the Company during the period  commencing
on October 1, 1992,  until  termination of employment which are conducted in any
of the geographic areas,  including the continental  United States, in which the
Company's business is conducted.  These products include, but are not limited to
the following products or services:
<PAGE>

     (a) Foxbox Technology;
     (b) ESCN Training;
     (c) PROFIT COACH ;
     (d) PROFIT COACH TOOL KIT ;
     (e)  Organizational  Competitive  Benchmark Studies of major oil companies;
          and
     (f) Leader/Lead classroom training.

     (b)  Non-Solicitation.  Solicit any business from any current  customers or
clients of the  Company,  its  successors  or assigns,  or from any  prospective
customers  or clients  of  Company,  its  successors  or  assigns  from whom the
Company's  employees or agents have engaged in, or solicited business within the
three  (3)  year  period  immediately  preceding  the  termination  date  of the
Executive's  employment for the purpose of selling  products or services similar
to or competitive with those offered or sold or provided by the Company.

     (c)  Solicitation  of  Employees.   In  any  manner,  whether  directly  or
indirectly,  seek to  persuade  any  director,  officer,  or other  employee  of
Company,   its  successors  or  assigns  to  discontinue   their  employment  or
relationship  with Company,  its  successors or assigns,  nor will such Employee
solicit, entice, induce or retain any such person for such purpose.

     (d) Severability. The parties hereto intend that the covenants contained in
this  Section 9, which  pertain  only to  geographic  areas where the Company is
engaged in  business,  shall be deemed a series of separate  covenants  for each
applicable  area of the relevant  country,  state,  county and city.  If, in any
judicial proceeding,  a court shall refuse to enforce all the separate covenants
deemed  included  in this  Section 9  because,  taken  together,  they cover too
extensive a geographic  area,  the parties  intend that those of such  covenants
(taken in order of the cities, counties,  states and countries therein which are
least  populous)  which  if  eliminated  would  permit  the  remaining  separate
covenants  to be  enforced  in such  proceeding  shall,  for the purpose of such
proceeding, be deemed eliminated from the provisions of this Section 9.

     (e)  Nothing in this  Section 9 shall  reduce or  abrogate  the  Employee's
obligations during the term of this Agreement under Sections 4 and 5 hereof.

     10. Termination.

              (a) Disability. The Company shall have the right to terminate this
Agreement at any time,  without cause, upon ninety (90) days prior notice, or in
the event of the permanent disability of the Employee,  upon five (5) days prior
written  notice.  Upon  termination,  the  Company  shall pay the  Employee  all
compensation  earned under Section 3 through the date of  termination;  provided
that the incentive compensation shall be payable within one hundred twenty (120)
days after  termination  as set forth in Exhibit A. In  addition,  the  Employee
shall receive a termination payment computed and payable as described in Section
10(e). For the purposes of this subparagraph  "permanent  disability" shall mean
the physical or mental  incapacity of the Employee for any consecutive three (3)
month period or any aggregate  period of six (6) months in any twelve (12) month
period of such a nature that the Employee shall be unable  diligently to perform
the  duties  of  advisor  to  the  President  and  Chief  Employee   Officer  as
contemplated hereby. Such determination shall be made by the mutual agreement of
the parties  hereto,  or in the event such agreement  cannot be reached,  by the
following procedure:
<PAGE>
     (i)  If the Company  maintains a disability  income policy,  the definition
          set forth in such policy shall control, provided the issuing insurance
          company  agrees to  commence  disability  payments as a result of such
          permanent disability.

     (ii) If the Company does not maintain a disability income policy:

          (A)  Each  party  shall  select  an  independent  physician  who shall
               examine the subject  Employee.  The mutual  agreement  of the two
               examining  physicians shall control,  and their decision shall be
               binding.

          (B)  If the two physicians  cannot agree,  they (the physicians) shall
               select a third  physician  to examine the subject  Employee.  The
               majority  opinion of such three  physicians  shall  control,  and
               their decision shall be binding.

     (b) Death. This Agreement shall terminate  automatically  upon the death of
the Employee.  In such event,  the Company shall pay the estate of the Employee,
within thirty (30) days after the date of death, all  compensation  earned under
Section 3 through the date of termination,  provided the incentive  compensation
shall be payable within one hundred  twenty (120) days after  termination as set
forth in Exhibit A. In  addition,  the estate of the  Employee  shall  receive a
termination payment computed and payable as described in Section 10(e) herein.

     (c) For Cause.  In addition to its rights under  Section  10(a) above,  the
Company shall have the right,  at its sole option,  to terminate  this Agreement
"for cause", as hereinafter defined, at any time, without any further payment to
the Employee other than  compensation  earned under Section 3(a)(i) prior to the
date of termination,  by notice to the Employee (or his personal representative,
as the  case may be),  specifying  the  reason  for  such  termination,  and the
Employee shall be entitled to any incentive compensation on a pro rata basis for
the period ending on the date of such termination.  For purposes of this Section
10(c), "cause" shall mean solely (i) the Employee's  conviction of a felony or a
crime of  moral  turpitude,  (ii) the  Employee's  willful  misconduct  or gross
negligence  materially  detrimental  to the Company,  or (iii) the breach by the
Employee of a material term of this  Agreement  which  continues for thirty (30)
days after written notice thereof, specifying the nature of the breach, is given
to the Employee.

     (d) Without  Cause.  If the Employee is terminated  by the Company  without
Cause he shall be entitled to all Incentive  Compensation earned under Section 3
through the date of  termination  provided that the  compensation  shall be paid
within one hundred  twenty (120) days after  termination as set forth in Exhibit
A.

     (e) Termination  Payment. If the Employee's  employment is terminated under
Section 10(a), 10(b) or 10(d) herein, the Employee shall be entitled to receive,
as a  termination  payment,  any amount  equal to his  annual  Base  Salary,  as
adjusted  by the CPI  Factor,  in  effect  on the date of  termination,  payable
through July , 2002, or such other date as this Agreement may have been extended
to pursuant to Section 2 herein,  in the same  manner as such  compensation  was
paid prior to  termination.  The amount of payment under Section 10 (a) shall be
reduced by the amounts, if any, paid to the Employee by the Company's disability
insurance  policy. In the event of termination upon death, the Company will fund
such payments with term life  insurance at standard  rates and the Employee will
pay any additional amount over and above the standard rate amount.
<PAGE>
     (f)  Loans.  Upon  termination  of the  Employee's  employment  under  this
Agreement for any reason  (including  expiration  of the term  hereof),  (i) all
loans made to the Employee shall become immediately due and payable, except that
if the  Employee's  employment is terminated  under Section 10 (a) or 10 (b), he
(or his personal  representatives)  shall have the option to elect, by notice to
the Company  within ten (10) days after the date of such  termination,  to repay
such loans in twelve (12) equal monthly installments following termination, with
interest,  from the date of  termination  of  employment,  at the prime  rate of
interest  announced  by Citibank  N.A.  from time to time.  In such  event,  the
Employee (or his personal  representatives)  shall execute a promissory note and
other  documentation  evidencing  such  loans as the  Company  shall  reasonably
request;  and (ii) all loans due Employee and any deferred  compensation owed to
the Employee by the Company shall become due and payable to the Employee be paid
in accordance with its terms.

     11. Remedies.  If there is a breach or threatened  breach of the provisions
of Section 5, 7(b), 8 or 9 of this  Agreement,  the Company shall be entitled to
an injunction restraining the Employee from such breach. Nothing herein shall be
construed as  prohibiting  the Company from pursuing any other remedies for such
breach or threatened breach.

     12. Insurance. The Company may, at its election and for its benefit, insure
the Employee  through key man insurance up to $500,000.00 or otherwise,  against
accidental  loss or  death  and  the  Employee  shall  submit  to such  physical
examination  and  supply  such  information  as may be  required  in  connection
therewith.

     13. Location of Performance.  The Employee's  services will be performed in
the Guilford,  Connecticut area. The Employee's  performance  hereunder shall be
within such area or its environs.  The parties  acknowledge,  however,  that the
Employee  may  be  required  to  travel   extensively  in  connection  with  the
performance of his duties hereunder.

     14. Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the Company,  and unless clearly
inapplicable,  all  references  herein to the Company shall be deemed to include
any successors.  In addition,  this Agreement shall be binding upon and inure to
the benefit of the Employee and his heirs, executors,  legal representatives and
assigns;  provided,  however, that the obligations of Employee hereunder may not
be delegated without the prior written approval of the Board of Directors of the
Company.

     15.  Successor  Company.  The Company shall require any successor  (whether
direct or indirect, by purchase,  merger,  consolidation or otherwise) to all or
substantially  all of the business  and/or  assets of the Company,  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform as if no such  succession
had taken place.
<PAGE>
     16.  Notices.  Any notice  required  or  permitted  to be given  under this
Agreement  shall be  sufficient  if in  writing  and shall be deemed  given when
delivered personally or three days after being sent by first-class registered or
certified mail, return receipt requested, to the party for which intended at its
or his address set forth at the beginning of this Agreement  (which, in the case
of the  Company,  shall be sent  "Attention:  Chairman of the Board") or to such
other  address as either party may  hereafter  specify by similar  notice to the
other.

     17.  Waiver of Breach.  A waiver by the Company or the Employee of a breach
of any  provision  of this  Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the other party.

     18.  Entire  Agreement.  This  Agreement  supersedes  all prior  agreements
between the parties,  written and oral, and cannot be amended or modified except
by a  writing  signed  by  both  parties.  It may  be  executed  in one or  more
counterpart copies, each of which shall be deemed an original,  but all of which
shall constitute the same instrument.

     19. Choice of Law/Forum.  This Agreement shall be governed and construed in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of law.  Any  disputes  arising  out of this  Agreement  shall be
adjudicated in the Federal or State court presiding in the Counties of New York,
Nassau or Suffolk, State of New York.

     20. Captions/Exhibits.  Captions used in this Agreement are for convenience
of reference  only and shall not be deemed a part of this  Agreement nor used in
the  construction of its meaning.  Exhibits  attached to this Agreement shall be
deemed as fully a part of this Agreement as if set forth in full herein.

     21.  Severability.  If any  provision  of this  Agreement  shall be  deemed
invalid  or  unenforceable  as written it shall be  construed,  to the  greatest
extent possible, in a manner which shall render it valid and enforceable and any
limitations on the scope or duration of any such provision  necessary to make it
valid and  enforceable  shall be deemed to be part  thereof;  no  invalidity  or
unenforceability  shall affect any other  portion of this  Agreement  unless the
provision deemed to be so invalid or unenforceable is a material element of this
Agreement, taken as a whole.


     22.  Acknowledgment.  Employee acknowledges that he has carefully read this
Agreement  and hereby  represents  and warrants to the Company  that  Employee's
entering  into this  Agreement,  and the  obligations  and duties  undertaken by
Employee hereunder,  will not conflict with, constitute a breach of or otherwise
violate the terms of any other  agreement to which  Employee is a party and that
Employee is not  required to obtain the consent of any person or entity in order
to enter into and perform his obligations under this Agreement.

     With  respect to the  covenants  contained  in  Sections 7, 8 and 9 of this
Agreement,  Employee  agrees that any remedy at law for any breach or threatened
or attempted  breach of such  covenants may be  inadequate  and that the Company
shall be entitled to specific performance or any other mode of injunctive and/or
other  equitable  relief to enforce its rights  hereunder  or any other relief a
court  might  award  without  the  necessity  of showing  any  actual  damage or
irreparable harm or the posting of any bond or furnishing of other security.
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first hereinabove written.



                        [SIGNATURES APPEAR ON NEXT PAGE]
<PAGE>
                                  TSG GLOBAL EDUCATION WEB, INC.


                                  By:  /s/ Martin E. Cunningham
                                       -----------------------------------------
                                       [Title]


                                       /s/ Ronald B. Collins
                                       -----------------------------------------
                                       Ronald B. Collins
                                       Employee



                              EMPLOYMENT AGREEMENT
                              --------------------
         AGREEMENT dated as of July 7, 1999,  between TSG Global  Education Web,
Inc. ("Company"), a Delaware corporation, having its principal place of business
located at P.O. Box 300 320 Soundview Road, Guilford,  Connecticut,  and John J.
Phelan ("Employee"), residing at 30 Glen Hollow Road, West Hartford, CT 06117.

                                   WITNESSETH:

     WHEREAS,  the Employee has  expertise in the  management  of a company that
provides educational and other consulting services to major corporations through
the means of a secure  internet  connection , which company has been merged into
the Company concurrently with the execution of this Agreement;

     WHEREAS, the parties acknowledge that the Employee's abilities and services
are unique and essential to the prospects of the Company; and

     WHEREAS,  in light of the  foregoing,  the  Company  desires  to employ the
Employee  to  perform  Employee  and other  services  for the  Company,  and the
Employee desires to accept such employment,  subject to the terms and conditions
set forth herein.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  Employment.  The Company  hereby  employs  the  Employee as Senior Vice
President-TSG  and the Employee  hereby  accepts  employment  upon the terms and
conditions hereinafter set forth.

     2. Term. The term of this Agreement shall be three (3) years, commencing on
the date hereof  ("Effective  Date") and ending July , 2002,  subject to earlier
termination  as  provided  in this  Agreement  ("Term")  and  subject to certain
provisions  hereof  which  survive  the Term.  The Term  shall be  extended  for
additional one (1) year periods automatically unless either party shall give the
other party a written termination  notice,  which notice shall be given at least
ninety (90) days prior to the end of the Term.

     3. Compensation.

     (a) For all services rendered under this Agreement:

     (i) The  Company  shall  pay the  Employee  a base  salary  at the  rate of
$100,000.00 per annum payable in equal monthly installments. ("Base Salary"), as
may be  adjusted  from  time to time by the CPI  Factor  (as  defined  below) as
provided in Section 3(b) below,  or such greater  amount as shall be approved by
the Company's Board of Directors from time to time; and
<PAGE>
     (ii) The Company shall pay the Employee Incentive Compensation,  calculated
and payable as set forth on Exhibit A attached hereto and made a part hereof.

     (iii) The  Company  shall agree to grant to the  Employee on the  Effective
Date options to acquire TSG $0.001 par value Common Stock ("Shares") pursuant to
the provisions of the Company's  qualified  Incentive  Stock Option Plan ("ISO")
attached  as Exhibit B and the  number of Shares and the grant  price of the ISO
Shares in accordance with the table in Exhibit C.

     (iv) The Company  shall also agree to sell to the Employee on the Effective
Date the numbers of Shares in accordance with the table on Exhibit D.

     (b) The Base Salary  shall be subject  each year to  adjustment  to reflect
changes in the cost of living as set forth in this  Section  3(b).  Effective on
each  May 1st the  Base  Salary  shall  be  changed  to the  amount  derived  by
multiplying  the Base Salary by a fraction,  the numerator of which shall be the
Consumer Price Index for All Urban Consumers, [US Cities Average] (1982-84= 100)
for the month of March immediately preceding such May 1st and the denominator of
which shall be 165.0, the said Consumer Price Index for the month of March, 1999
("CPI  Factor").  The  amount so  determined  shall be the Base  Salary  for the
calendar year  beginning as of that May 1st until the next May 1st or the end of
the Term, whichever occurs sooner.

     4. Duties.  The Employee  shall perform on a full time basis such duties of
an Employee nature as shall be customarily associated with the offices of Senior
Vice President-TSG subject to the direction of the President and Chief Executive
Officer and the Board of  Directors.  The Employee  shall  perform and discharge
well and faithfully the duties which may be assigned to him from time to time by
the Company in connection  with the conduct of its business.  If the Employee is
elected or  appointed  a director  or officer of the  Company or any  subsidiary
thereof  during  the term of this  Agreement,  the  Employee  will serve in such
capacity without further compensation.

     5. Extent of  Services.  So long as during the Term of this  Agreement  the
Company has not  notified  the  Employee of his  disability  pursuant to Section
10(a) hereof,  the Employee shall devote his full business  time,  attention and
energies to the  business  of the Company  subject to  reasonable  absences  for
vacation  and illness and may not during the term of this  Agreement  be engaged
(whether  or not  during  normal  business  hours)  in  any  other  business  or
professional activity,  whether or not such activity is pursued for gain, profit
or other pecuniary advantage.

     6. Benefits/Expenses.

     (a) During the term of his  employment,  the Employee  shall be entitled to
participate in employee benefit plans or programs of the Company,  provided that
they should conform to the benefits which are now offered to the Employee in his
current position if any, to the extent that his position,  tenure,  salary, age,
health and other qualifications make him eligible to participate, subject to the
rules  and  regulations  applicable  thereto.  Such  additional  benefits  shall
include,  subject to the approval of the Board of Directors,  medical and dental
insurance, paid vacation and qualified pension and profit sharing plans.
<PAGE>
     (b) The Company  will furnish the  Employee,  $700.00 each month to be used
for the loan or lease of an automobile.

     (c) The Company shall  maintain term life  insurance  with Mass Mutual Life
Insurance  Company with annual premium payment not to exceed  $1,556.64 with the
beneficiary to be designated by the Employee.

     (d) The Employee  shall be entitled to  reimbursement  of all out of pocket
expenses  reasonably  incurred  by him in the  performance  of his duties to the
Company,  subject to the presenting of appropriate  vouchers in accordance  with
the Company's policy.

     7. Disclosure of Information.

     (a) The  Employee  represents  and  warrants to the Company  that Exhibit E
hereto sets forth, to the best of Employee's knowledge:

     (i) All  rights,  in respect of the  Employee's  engaging  in any  business
activity (whether or not for profit), of former employers,  clients, principals,
partners or others with whom or for whom the  Employee  has  performed  services
since 1988; and

     (ii) All of the  business  activities  (whether  or not for  profit) of the
Employee applicable to periods after the time such services were performed.

     (b)  The  Employee   recognizes   and   acknowledges   that  the  Company's
confidential  or  proprietary  data or  information  as they have existed,  will
exist, may continue to exist from time to time, are valuable, special and unique
assets of the Company's business, access to and knowledge of which are essential
to the performance of the Employee's  duties  hereunder.  The Employee will not,
during or after the term of his employment by the Company,  in whole or in part,
directly  or  indirectly   disclose,   divulge  or  communicate   such  secrets,
information or processes to any person, firm, corporation,  association or other
entity for any reason or purpose whatsoever,  nor shall the Employee make use of
any such  property for his own purposes or for the benefit of any person,  firm,
corporation  or other  entity  (except  the  Company)  under  any  circumstances
provided  that after the term of his  employment  these  restrictions  shall not
apply to such secrets,  information  and processes  which are then in the public
domain (provided that the Employee was not responsible,  directly or indirectly,
for such secrets,  information or process entering the public domain without the
Company's consent).  The Employee agrees to hold as the Company's property,  all
memoranda,  books,  papers,  letters,  formulas  and other data,  and all copies
thereof  and  therefrom,  in any way  relating  to the  Company's  business  and
affairs,  whether made by him or otherwise  coming into his  possession,  and on
termination  of his  employment,  or on demand of the Company,  at any time,  to
deliver the same to the Company.

     (c) The term "confidential or proprietary data or information":  as used in
this Agreement  shall mean  information  not generally  available to the public,
including without limitation,  all database information,  personnel information,
financial information,  customer lists, supplier lists, trade secrets,  patented
or proprietary information,  forms,  information regarding operations,  systems,
services,  know how, computer and any other processed or collated data, computer
programs, pricing, marketing and advertising data.
<PAGE>
     (d) All written  materials,  records and documents  made by the Employee or
coming into Employee's  possession during  Employee's  employment by the Company
concerning any products,  processes or equipment manufactured,  used, developed,
investigated,  purchased,  sold  or  considered  by  the  Company  or  otherwise
concerning  the business or affairs of the Company shall be the sole property of
the Company,  and upon termination of Employee's  employment by the Company,  or
upon  request  of the  Company  during  Employee's  employment  by the  Company,
Employee  shall  promptly  deliver the same to the Company.  In  addition,  upon
termination  of Employee's  employment by the Company,  Employee will deliver to
the  Company  all other  Company  property  in  Employee's  possession  or under
Employee's  control,   including  but  not  limited  to,  financial  statements,
marketing and sales data, customer and supplier lists,  database information and
other documents, and any Company credit cards.

     8.  Inventions.  The Employee  hereby  sells,  transfers and assigns to the
Company or to any person, or entity designated by the Company, all of the entire
right,  title and  interest  of the  Employee in and to all  inventions,  ideas,
disclosures and improvements,  whether patented or unpatented, and copyrightable
material,  made or conceived by the Employee,  solely or jointly, or in whole or
in part,  during or before the term hereof (but after the Effective  Date) which
(i) relate to methods, apparatus,  designs, products, processes or devices sold,
leased,  used  or  under  construction  or  development  by the  Company  or any
subsidiary or (ii) otherwise relate to or pertain to the business,  functions or
operations of the Company or any  subsidiary,  or (iii) arise (wholly or partly)
from the efforts of the  Employee  during the term hereof.  The  Employee  shall
communicate  promptly and  disclose to the Company,  in such form as the Company
requests,  all  information,  details and data pertaining to the  aforementioned
inventions,  ideas,  disclosures and improvements;  and, whether during the term
hereof or thereafter, the Employee shall execute and deliver to the Company such
formal  transfers and  assignments and such other papers and documents as may be
required  of the  Employee  to  permit  the  Company  or any  person  or  entity
designated by the Company to file and prosecute the patent  applications and, as
to copyrightable  material,  to obtain copyright  thereon.  Any invention by the
Employee  within one year following the  termination of this Agreement  shall be
deemed to fall within the  provisions  of this  paragraph  unless  proved by the
Employee to have been first conceived and made following such termination.

     9. Restrictive Covenant. During the Term of this Agreement and for a period
of three (3) years after the date of such  termination  for any reason  Employee
shall not without the prior written consent of the Company:

              (a)  Non-Competition.  Act as an individual  proprietor,  partner,
stockholder,   officer,   principal,  agent,  employee,   supervisor,   manager,
consultant,  guarantor,  creditor, lender, co- endorser or in any other capacity
whatsoever,  own, participate in the ownership of, manage, operate, exercise any
control  over,  render  services to, or engage in any of the  foregoing  for any
business,  firm,  corporation,  limited  liability  company,  its  successors or
assigns,  partnership  or other entity which  operates a business  similar to or
competitive with any of the products or services developed by the Company during
the period  commencing on October 1, 1992, until termination of employment which
are conducted in any of the geographic areas,  including the continental  United
States,  in which the Company's  business is conducted.  These products include,
but are not limited to the following products or services:
<PAGE>
     (a) Foxbox Technology;
     (b) ESCN Training;
     (c) PROFIT COACH ;
     (d) PROFIT COACH TOOL KIT ;
     (e) Organizational  Competitive  Benchmark Studies of  major oil companies;
         and
     (f) Leader/Lead classroom training.

     (b)  Non-Solicitation.  Solicit any business from any current  customers or
clients of the  Company,  its  successors  or assigns,  or from any  prospective
customers  or clients  of  Company,  its  successors  or  assigns  from whom the
Company's  employees or agents have engaged in, or solicited business within the
three  (3)  year  period  immediately  preceding  the  termination  date  of the
Executive's  employment for the purpose of selling  products or services similar
to or competitive with those offered or sold or provided by the Company.

     (c)  Solicitation  of  Employees.   In  any  manner,  whether  directly  or
indirectly,  seek to  persuade  any  director,  officer,  or other  employee  of
Company,   its  successors  or  assigns  to  discontinue   their  employment  or
relationship  with Company,  its  successors or assigns,  nor will such Employee
solicit entice, induce or retain any such person for such purpose.

     (d) Severability. The parties hereto intend that the covenants contained in
this  Section 9, which  pertain  only to  geographic  areas where the Company is
engaged in  business,  shall be deemed a series of separate  covenants  for each
applicable  area of the relevant  country,  state,  county and city.  If, in any
judicial proceeding,  a court shall refuse to enforce all the separate covenants
deemed  included  in this  Section 9  because,  taken  together,  they cover too
extensive a geographic  area,  the parties  intend that those of such  covenants
(taken in order of the cities, counties,  states and countries therein which are
least  populous)  which  if  eliminated  would  permit  the  remaining  separate
covenants  to be  enforced  in such  proceeding  shall,  for the purpose of such
proceeding, be deemed eliminated from the provisions of this Section 9.

     (e)  Nothing in this  Section 9 shall  reduce or  abrogate  the  Employee's
obligations during the term of this Agreement under Sections 4 and 5 hereof.


     10. Termination.

              (a) Disability. The Company shall have the right to terminate this
Agreement at any time,  without cause, upon ninety (90) days prior notice, or in
the event of the permanent disability of the Employee,  upon five (5) days prior
written  notice.  Upon  termination,  the  Company  shall pay the  Employee  all
compensation  earned under Section 3 through the date of  termination;  provided
that the incentive compensation shall be payable within one hundred twenty (120)
days after  termination  as set forth in Exhibit A. In  addition,  the  Employee
shall receive a termination payment computed and payable as described in Section
10(e). For the purposes of this subparagraph  "permanent  disability" shall mean
the physical or mental  incapacity of the Employee for any consecutive three (3)
month period or any aggregate  period of six (6) months in any twelve (12) month
period of such a nature that the Employee shall be unable  diligently to perform
the  duties  of  advisor  to  the  President  and  Chief  Employee   Officer  as
contemplated hereby. Such determination shall be made by the mutual agreement of
the parties  hereto,  or in the event such agreement  cannot be reached,  by the
following procedure:
<PAGE>
     (i)  If the Company  maintains a disability  income policy,  the definition
          set forth in such policy shall control, provided the issuing insurance
          company  agrees to  commence  disability  payments as a result of such
          permanent disability.

     (ii) If the Company does not maintain a disability income policy:

          (A)  Each  party  shall  select  an  independent  physician  who shall
               examine the subject  Employee.  The mutual  agreement  of the two
               examining  physicians shall control,  and their decision shall be
               binding.

          (B)  If the two physicians  cannot agree,  they (the physicians) shall
               select a third  physician  to examine the subject  Employee.  The
               majority  opinion of such three  physicians  shall  control,  and
               their decision shall be binding.

     (b) Death. This Agreement shall terminate  automatically  upon the death of
the Employee.  In such event,  the Company shall pay the estate of the Employee,
within thirty (30) days after the date of death, all  compensation  earned under
Section 3 through the date of termination,  provided the incentive  compensation
shall be payable within one hundred  twenty (120) days after  termination as set
forth in Exhibit A. In  addition,  the estate of the  Employee  shall  receive a
termination payment computed and payable as described in Section 10(e) herein.

     (c) For Cause.  In addition to its rights under  Section  10(a) above,  the
Company shall have the right,  at its sole option,  to terminate  this Agreement
"for cause", as hereinafter defined, at any time, without any further payment to
the Employee other than  compensation  earned under Section 3(a)(i) prior to the
date of termination,  by notice to the Employee (or his personal representative,
as the  case may be),  specifying  the  reason  for  such  termination,  and the
Employee shall be entitled to any incentive compensation on a pro rata basis for
the period ending on the date of such termination.  For purposes of this Section
10(c), "cause" shall mean solely (i) the Employee's  conviction of a felony or a
crime of  moral  turpitude,  (ii) the  Employee's  willful  misconduct  or gross
negligence  materially  detrimental  to the Company,  or (iii) the breach by the
Employee of a material term of this  Agreement  which  continues for thirty (30)
days after written notice thereof, specifying the nature of the breach, is given
to the Employee.

     (d) Without  Cause.  If the Employee is terminated  by the Company  without
Cause he shall be entitled to all Incentive  Compensation earned under Section 3
through the date of  termination  provided that the  compensation  shall be paid
within one hundred  twenty (120) days after  termination as set forth in Exhibit
A.

     (e) Termination  Payment. If the Employee's  employment is terminated under
Section 10(a), 10(b) or 10(d) herein, the Employee shall be entitled to receive,
as a  termination  payment,  any amount  equal to his  annual  Base  Salary,  as
adjusted  by the CPI  Factor,  in  effect  on the date of  termination,  payable
through July , 2002, or such other date as this Agreement may have been extended
to pursuant to Section 2 herein,  in the same  manner as such  compensation  was
paid prior to  termination.  The amount of payment under Section 10 (a) shall be
reduced by the amounts, if any, paid to the Employee by the Company's disability
insurance  policy. In the event of termination upon death, the Company will fund
such payments with term life  insurance at standard  rates and the Employee will
pay any additional amount over and above the standard rate amount.
<PAGE>
     (f)  Loans.  Upon  termination  of the  Employee's  employment  under  this
Agreement for any reason  (including  expiration  of the term  hereof),  (i) all
loans made to the Employee shall become immediately due and payable, except that
if the  Employee's  employment is terminated  under Section 10 (a) or 10 (b), he
(or his personal  representatives)  shall have the option to elect, by notice to
the Company  within ten (10) days after the date of such  termination,  to repay
such loans in twelve (12) equal monthly installments following termination, with
interest,  from the date of  termination  of  employment,  at the prime  rate of
interest  announced  by Citibank  N.A.  from time to time.  In such  event,  the
Employee (or his personal  representatives)  shall execute a promissory note and
other  documentation  evidencing  such  loans as the  Company  shall  reasonably
request;  and (ii) all loans due Employee and any deferred  compensation owed to
the Employee by the Company shall become due and payable to the Employee be paid
in accordance with its terms.

     11. Remedies.  If there is a breach or threatened  breach of the provisions
of Section 5, 7(b), 8 or 9 of this  Agreement,  the Company shall be entitled to
an injunction restraining the Employee from such breach. Nothing herein shall be
construed as  prohibiting  the Company from pursuing any other remedies for such
breach or threatened breach.

     12. Insurance. The Company may, at its election and for its benefit, insure
the Employee  through key man insurance up to $500,000.00 or otherwise,  against
accidental  loss or  death  and  the  Employee  shall  submit  to such  physical
examination  and  supply  such  information  as may be  required  in  connection
therewith.

     13. Location of Performance.  The Employee's  services will be performed in
the Guilford,  Connecticut area. The Employee's  performance  hereunder shall be
within such area or its environs.  The parties  acknowledge,  however,  that the
Employee  may  be  required  to  travel   extensively  in  connection  with  the
performance of his duties hereunder.

     14. Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the Company,  and unless clearly
inapplicable,  all  references  herein to the Company shall be deemed to include
any successors.  In addition,  this Agreement shall be binding upon and inure to
the benefit of the Employee and his heirs, executors,  legal representatives and
assigns;  provided,  however, that the obligations of Employee hereunder may not
be delegated without the prior written approval of the Board of Directors of the
Company.

     15.  Successor  Company.  The Company shall require any successor  (whether
direct or indirect, by purchase,  merger,  consolidation or otherwise) to all or
substantially  all of the business  and/or  assets of the Company,  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform as if no such  succession
had taken place.
<PAGE>
     16.  Notices.  Any notice  required  or  permitted  to be given  under this
Agreement  shall be  sufficient  if in  writing  and shall be deemed  given when
delivered personally or three days after being sent by first-class registered or
certified mail, return receipt requested, to the party for which intended at its
or his address set forth at the beginning of this Agreement  (which, in the case
of the  Company,  shall be sent  "Attention:  Chairman of the Board") or to such
other  address as either party may  hereafter  specify by similar  notice to the
other.

     17.  Waiver of Breach.  A waiver by the Company or the Employee of a breach
of any  provision  of this  Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the other party.

     18.  Entire  Agreement.  This  Agreement  supersedes  all prior  agreements
between the parties,  written and oral, and cannot be amended or modified except
by a  writing  signed  by  both  parties.  It may  be  executed  in one or  more
counterpart copies, each of which shall be deemed an original,  but all of which
shall constitute the same instrument.

     19. Choice of Law/Forum.  This Agreement shall be governed and construed in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of law.  Any  disputes  arising  out of this  Agreement  shall be
adjudicated in the Federal or State court presiding in the Counties of New York,
Nassau or Suffolk, State of New York.

     20. Captions/Exhibits.  Captions used in this Agreement are for convenience
of reference  only and shall not be deemed a part of this  Agreement nor used in
the  construction of its meaning.  Exhibits  attached to this Agreement shall be
deemed as fully a part of this Agreement as if set forth in full herein.

     21.  Severability.  If any  provision  of this  Agreement  shall be  deemed
invalid  or  unenforceable  as written it shall be  construed,  to the  greatest
extent possible, in a manner which shall render it valid and enforceable and any
limitations on the scope or duration of any such provision  necessary to make it
valid and  enforceable  shall be deemed to be part  thereof;  no  invalidity  or
unenforceability  shall affect any other  portion of this  Agreement  unless the
provision deemed to be so invalid or unenforceable is a material element of this
Agreement, taken as a whole.

     22.  Acknowledgment.  Employee acknowledges that he has carefully read this
Agreement  and hereby  represents  and warrants to the Company  that  Employee's
entering  into this  Agreement,  and the  obligations  and duties  undertaken by
Employee hereunder,  will not conflict with, constitute a breach of or otherwise
violate the terms of any other  agreement to which  Employee is a party and that
Employee is not  required to obtain the consent of any person or entity in order
to enter into and perform his obligations under this Agreement.
<PAGE>
     With  respect to the  covenants  contained  in  Sections 7, 8 and 9 of this
Agreement,  Employee  agrees that any remedy at law for any breach or threatened
or attempted  breach of such  covenants may be  inadequate  and that the Company
shall be entitled to specific performance or any other mode of injunctive and/or
other  equitable  relief to enforce its rights  hereunder  or any other relief a
court  might  award  without  the  necessity  of showing  any  actual  damage or
irreparable harm or the posting of any bond or furnishing of other security.

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

                        [SIGNATURES APPEAR ON NEXT PAGE]
<PAGE>
                                  TSG GLOBAL EDUCATION WEB, INC.


                                  By:  /s/ Martin E. Cunningham
                                       -----------------------------------------
                                       [Title]

                                       /s/ John J. Phelan
                                       -----------------------------------------
                                       John J. Phelan
                                       Employee



                              EMPLOYMENT AGREEMENT
                              --------------------

     AGREEMENT dated as of July 7, 1999,  between TSG Global Education Web, Inc.
("Company"),  a Delaware  corporation,  having its  principal  place of business
located at P.O. Box 300 320 Soundview Road, Guilford, Connecticut, and Daniel J.
Molloy ("Employee"), residing at 812 18th Street, Union City, NJ 07087.

                                   WITNESSETH:

     WHEREAS,  the Employee has  expertise in the  management  of a company that
provides educational and other consulting services to major corporations through
the means of a secure  internet  connection,  which company has been merged into
the Company concurrently with the execution of this Agreement;

     WHEREAS, the parties acknowledge that the Employee's abilities and services
are unique and essential to the prospects of the Company; and

     WHEREAS,  in light of the  foregoing,  the  Company  desires  to employ the
Employee  to  perform  Employee  and other  services  for the  Company,  and the
Employee desires to accept such employment,  subject to the terms and conditions
set forth herein.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  Employment.  The Company  hereby  employs  the  Employee as Senior Vice
President-ESCN  Technology and the Employee  hereby accepts  employment upon the
terms and conditions hereinafter set forth.

     2. Term. The term of this Agreement shall be three (3) years, commencing on
the date hereof  ("Effective  Date") and ending July , 2002,  subject to earlier
termination  as  provided  in this  Agreement  ("Term")  and  subject to certain
provisions  hereof  which  survive  the Term.  The Term  shall be  extended  for
additional one (1) year periods automatically unless either party shall give the
other party a written termination  notice,  which notice shall be given at least
ninety (90) days prior to the end of the Term.

     3. Compensation.

     (a) For all services rendered under this Agreement:

     (i) The  Company  shall  pay the  Employee  a base  salary  at the  rate of
$100,000.00 per annum payable in equal monthly installments. ("Base Salary"), as
may be  adjusted  from  time to time by the CPI  Factor  (as  defined  below) as
provided in Section 3(b) below,  or such greater  amount as shall be approved by
the Company's Board of Directors from time to time; and
<PAGE>
     (ii) The Company shall pay the Employee Incentive Compensation,  calculated
and payable as set forth on Exhibit A attached hereto and made a part hereof.

     (iii) The  Company  shall agree to grant to the  Employee on the  Effective
Date options to acquire TSG $0.001 par value Common Stock ("Shares") pursuant to
the provisions of the Company's  qualified  Incentive  Stock Option Plan ("ISO")
attached  as Exhibit B and the  number of Shares and the grant  price of the ISO
Shares in accordance with the table in Exhibit C.

     (iv) The Company  shall also agree to sell to the Employee on the Effective
Date the numbers of Shares in accordance with the table on Exhibit D.

     (b) The Base Salary  shall be subject  each year to  adjustment  to reflect
changes in the cost of living as set forth in this  Section  3(b).  Effective on
each  May 1st the  Base  Salary  shall  be  changed  to the  amount  derived  by
multiplying  the Base Salary by a fraction,  the numerator of which shall be the
Consumer Price Index for All Urban  Consumers,  [U.S.  City Average]  (1982-84 =
100)  for  the  month  of  March  immediately  preceding  such  May  1st and the
denominator of which shall be 165.0, the said Consumer Price Index for the month
of March, 1999 ("CPI Factor"). The amount so determined shall be the Base Salary
for the calendar year beginning as of that May 1st until the next May 1st or the
end of the Term, whichever occurs sooner.


     4. Duties.  The Employee  shall perform on a full time basis such duties of
an Employee nature as shall be customarily associated with the offices of Senior
Vice  President-  ESCN  subject  to the  direction  of the  President  and Chief
Executive  Officer and the Board of  Directors.  The Employee  shall perform and
discharge  well and faithfully the duties which may be assigned to him from time
to time by the Company in connection  with the conduct of its  business.  If the
Employee  is elected or  appointed  a director  or officer of the Company or any
subsidiary thereof during the term of this Agreement, the Employee will serve in
such capacity without further compensation.

     5. Extent of  Services.  So long as during the Term of this  Agreement  the
Company has not  notified  the  Employee of his  disability  pursuant to Section
10(a) hereof,  the Employee shall devote his full business  time,  attention and
energies to the  business  of the Company  subject to  reasonable  absences  for
vacation  and illness and may not during the term of this  Agreement  be engaged
(whether  or not  during  normal  business  hours)  in  any  other  business  or
professional activity,  whether or not such activity is pursued for gain, profit
or other pecuniary advantage.

     6. Benefits/Expenses.

     (a) During the term of his  employment,  the Employee  shall be entitled to
participate in employee benefit plans or programs of the Company,  provided that
they  should  conform to the  benefits  which are  offered to an  employee  in a
comparable  position if any, to the extent that his  position,  tenure,  salary,
age, health and other  qualifications make him eligible to participate,  subject
to the rules and regulations  applicable thereto. Such additional benefits shall
include,  subject to the approval of the Board of  Directors  medical and dental
insurance, paid vacation and qualified pension and profit sharing plans.
<PAGE>
     (b) The Company  will furnish the  Employee,  $700.00 each month to be used
for the loan or lease of an automobile.

     (c) The Company shall  maintain term life  insurance  with Mass Mutual Life
Insurance  Company with annual premium payment not to exceed  $1,810.32 with the
beneficiary to be designated by the Employee.

     (d) The Employee  shall be entitled to  reimbursement  of all out of pocket
expenses  reasonably  incurred  by him in the  performance  of his duties to the
Company,  subject to the presenting of appropriate  vouchers in accordance  with
the Company's policy.

     7. Disclosure of Information.

     (a) The  Employee  represents  and  warrants to the Company  that Exhibit E
hereto sets forth, to the best of Employee's knowledge:

     (i) All  rights,  in respect of the  Employee's  engaging  in any  business
activity (whether or not for profit), of former employers,  clients, principals,
partners or others with whom or for whom the  Employee  has  performed  services
since 1988; and

     (ii) All of the  business  activities  (whether  or not for  profit) of the
Employee applicable to periods after the time such services were performed.

     (b)  The  Employee   recognizes   and   acknowledges   that  the  Company's
confidential  or  proprietary  data or  information  as they have existed,  will
exist, may continue to exist from time to time, are valuable, special and unique
assets of the Company's business, access to and knowledge of which are essential
to the performance of the Employee's  duties  hereunder.  The Employee will not,
during or after the term of his employment by the Company,  in whole or in part,
directly  or  indirectly   disclose,   divulge  or  communicate   such  secrets,
information or processes to any person, firm, corporation,  association or other
entity for any reason or purpose whatsoever,  nor shall the Employee make use of
any such  property for his own purposes or for the benefit of any person,  firm,
corporation  or other  entity  (except  the  Company)  under  any  circumstances
provided  that after the term of his  employment  these  restrictions  shall not
apply to such secrets,  information  and processes  which are then in the public
domain (provided that the Employee was not responsible,  directly or indirectly,
for such secrets,  information or process entering the public domain without the
Company's consent).  The Employee agrees to hold as the Company's property,  all
memoranda,  books,  papers,  letters,  formulas  and other data,  and all copies
thereof  and  therefrom,  in any way  relating  to the  Company's  business  and
affairs,  whether made by him or otherwise  coming into his  possession,  and on
termination  of his  employment,  or on demand of the Company,  at any time,  to
deliver the same to the Company.
<PAGE>
     (c) The term "confidential or proprietary data or information":  as used in
this Agreement  shall mean  information  not generally  available to the public,
including without limitation,  all database information,  personnel information,
financial information,  customer lists, supplier lists, trade secrets,  patented
or proprietary information,  forms,  information regarding operations,  systems,
services,  know how, computer and any other processed or collated data, computer
programs, pricing, marketing and advertising data.

     (d) All written  materials,  records and documents  made by the Employee or
coming into Employee's  possession during  Employee's  employment by the Company
concerning any products,  processes or equipment manufactured,  used, developed,
investigated,  purchased,  sold  or  considered  by  the  Company  or  otherwise
concerning  the business or affairs of the Company shall be the sole property of
the Company,  and upon termination of Employee's  employment by the Company,  or
upon  request  of the  Company  during  Employee's  employment  by the  Company,
Employee  shall  promptly  deliver the same to the Company.  In  addition,  upon
termination  of Employee's  employment by the Company,  Employee will deliver to
the  Company  all other  Company  property  in  Employee's  possession  or under
Employee's  control,   including  but  not  limited  to,  financial  statements,
marketing and sales data, customer and supplier lists,  database information and
other documents, and any Company credit cards.

     8.  Inventions.  The Employee  hereby  sells,  transfers and assigns to the
Company or to any person, or entity designated by the Company, all of the entire
right,  title and  interest  of the  Employee in and to all  inventions,  ideas,
disclosures and improvements,  whether patented or unpatented, and copyrightable
material,  made or conceived by the Employee,  solely or jointly, or in whole or
in part,  during or before the term hereof (but after the Effective  Date) which
(i) relate to methods, apparatus,  designs, products, processes or devices sold,
leased,  used  or  under  construction  or  development  by the  Company  or any
subsidiary or (ii) otherwise relate to or pertain to the business,  functions or
operations of the Company or any  subsidiary,  or (iii) arise (wholly or partly)
from the efforts of the  Employee  during the term hereof.  The  Employee  shall
communicate  promptly and  disclose to the Company,  in such form as the Company
requests,  all  information,  details and data pertaining to the  aforementioned
inventions,  ideas,  disclosures and improvements;  and, whether during the term
hereof or thereafter, the Employee shall execute and deliver to the Company such
formal  transfers and  assignments and such other papers and documents as may be
required  of the  Employee  to  permit  the  Company  or any  person  or  entity
designated by the Company to file and prosecute the patent  applications and, as
to copyrightable  material,  to obtain copyright  thereon.  Any invention by the
Employee  within one year following the  termination of this Agreement  shall be
deemed to fall within the  provisions  of this  paragraph  unless  proved by the
Employee to have been first conceived and made following such termination.
<PAGE>
     9. Restrictive Covenant. During the Term of this Agreement and for a period
of three (3) years after the date of such  termination  for any reason  Employee
shall not without the prior written consent of the Company:

     (a) Non-Competition. Act as an individual proprietor, partner, stockholder,
officer, principal, agent, employee, supervisor, manager, consultant, guarantor,
creditor,  lender,  co-endorser  or  in  any  other  capacity  whatsoever,  own,
participate  in the ownership of,  manage,  operate,  exercise any control over,
render  services to, or engage in any of the foregoing  for any business,  firm,
corporation,  limited liability company, its successors or assigns,  partnership
or other entity which operates a business  similar to or competitive with any of
the products or services  developed by the Company during the period  commencing
on October 1, 1992,  until  termination of employment which are conducted in any
of the geographic areas,  including the continental  United States, in which the
Company's business is conducted.  These products include, but are not limited to
the following products or services:

     (a) Foxbox Technology;
     (b) ESCN Training;
     (c) PROFIT COACH ;
     (d) PROFIT COACH TOOL KIT ;
     (e)  Organizational  Competitive  Benchmark Studies of major oil companies;
          and
     (f) Leader/Lead classroom training.

     (b)  Non-Solicitation.  Solicit any business from any current  customers or
clients of the  Company,  its  successors  or assigns,  or from any  prospective
customers  or clients  of  Company,  its  successors  or  assigns  from whom the
Company's  employees or agents have engaged in, or solicited business within the
three  (3)  year  period  immediately  preceding  the  termination  date  of the
Executive's  employment for the purpose of selling  products or services similar
to or competitive with those offered or sold or provided by the Company.


     (c)  Solicitation  of  Employees.   In  any  manner,  whether  directly  or
indirectly,  seek to  persuade  any  director,  officer,  or other  employee  of
Company,   its  successors  or  assigns  to  discontinue   their  employment  or
relationship  with Company,  its  successors or assigns,  nor will such Employee
solicit entice, induce or retain any such person for such purpose.

     (d) Severability. The parties hereto intend that the covenants contained in
this  Section 9, which  pertain  only to  geographic  areas where the Company is
engaged in  business,  shall be deemed a series of separate  covenants  for each
applicable  area of the relevant  country,  state,  county and city.  If, in any
judicial proceeding,  a court shall refuse to enforce all the separate covenants
deemed  included  in this  Section 9  because,  taken  together,  they cover too
extensive a geographic  area,  the parties  intend that those of such  covenants
(taken in order of the cities, counties,  states and countries therein which are
least  populous)  which  if  eliminated  would  permit  the  remaining  separate
covenants  to be  enforced  in such  proceeding  shall,  for the purpose of such
proceeding, be deemed eliminated from the provisions of this Section 9.
<PAGE>
     (e)  Nothing in this  Section 9 shall  reduce or  abrogate  the  Employee's
obligations during the term of this Agreement under Sections 4 and 5 hereof.


     10. Termination.

     (a)  Disability.  The  Company  shall  have  the  right to  terminate  this
Agreement at any time,  without cause, upon ninety (90) days prior notice, or in
the event of the permanent disability of the Employee,  upon five (5) days prior
written  notice.  Upon  termination,  the  Company  shall pay the  Employee  all
compensation  earned under Section 3 through the date of  termination;  provided
that the incentive compensation shall be payable within one hundred twenty (120)
days after  termination  as set forth in Exhibit A. In  addition,  the  Employee
shall receive a termination payment computed and payable as described in Section
10(e). For the purposes of this subparagraph  "permanent  disability" shall mean
the physical or mental  incapacity of the Employee for any consecutive three (3)
month period or any aggregate  period of six (6) months in any twelve (12) month
period of such a nature that the Employee shall be unable  diligently to perform
the  duties  of  advisor  to  the  President  and  Chief  Employee   Officer  as
contemplated hereby. Such determination shall be made by the mutual agreement of
the parties  hereto,  or in the event such agreement  cannot be reached,  by the
following procedure:

     (i)  If the Company  maintains a disability  income policy,  the definition
          set forth in such policy shall control, provided the issuing insurance
          company  agrees to  commence  disability  payments as a result of such
          permanent disability.

     (ii) If the Company does not maintain a disability income policy:

          (A)  Each  party  shall  select  an  independent  physician  who shall
               examine the subject  Employee.  The mutual  agreement  of the two
               examining  physicians shall control,  and their decision shall be
               binding.

          (B)  If the two physicians  cannot agree,  they (the physicians) shall
               select a third  physician  to examine the subject  Employee.  The
               majority  opinion of such three  physicians  shall  control,  and
               their decision shall be binding.

     (b) Death. This Agreement shall terminate  automatically  upon the death of
the Employee.  In such event,  the Company shall pay the estate of the Employee,
within thirty (30) days after the date of death, all  compensation  earned under
Section 3 through the date of termination,  provided the incentive  compensation
shall be payable within one hundred  twenty (120) days after  termination as set
forth in Exhibit A. In  addition,  the estate of the  Employee  shall  receive a
termination payment computed and payable as described in Section 10(e) herein.

     (c) For Cause.  In addition to its rights under  Section  10(a) above,  the
Company shall have the right,  at its sole option,  to terminate  this Agreement
"for cause", as hereinafter defined, at any time, without any further payment to
the Employee other than  compensation  earned under Section 3(a)(i) prior to the
date of termination,  by notice to the Employee (or his personal representative,
as the  case may be),  specifying  the  reason  for  such  termination,  and the
Employee shall be entitled to any incentive compensation on a pro rata basis for
the period ending on the date of such termination.  For purposes of this Section
10(c), "cause" shall mean solely (i) the Employee's  conviction of a felony or a
crime of  moral  turpitude,  (ii) the  Employee's  willful  misconduct  or gross
negligence  materially  detrimental  to the Company,  or (iii) the breach by the
Employee of a material term of this  Agreement  which  continues for thirty (30)
days after written notice thereof, specifying the nature of the breach, is given
to the Employee.
<PAGE>
     (d) Without  Cause.  If the Employee is terminated  by the Company  without
Cause he shall be entitled to all Incentive  Compensation earned under Section 3
through the date of  termination  provided that the  compensation  shall be paid
within one hundred  twenty (120) days after  termination as set forth in Exhibit
A.

     (e) Termination  Payment. If the Employee's  employment is terminated under
Section 10(a), 10(b) or 10(d) herein, the Employee shall be entitled to receive,
as a  termination  payment,  any amount  equal to his  annual  Base  Salary,  as
adjusted  by the CPI  Factor,  in  effect  on the date of  termination,  payable
through July , 2002 such other date as this  Agreement may have been extended to
pursuant to Section 2 herein,  in the same manner as such  compensation was paid
prior to termination. The amount of payment under Section 10(a) shall be reduced
by the  amounts,  if  any,  paid to the  Employee  by the  Company's  disability
insurance  policy. In the event of termination upon death, the Company will fund
such payments with term life  insurance at standard  rates and the Employee will
pay any additional amount over and above the standard rate amount.

     (f)  Loans.  Upon  termination  of the  Employee's  employment  under  this
Agreement for any reason  (including  expiration  of the term  hereof),  (i) all
loans made to the Employee shall become immediately due and payable, except that
if the  Employee's  employment is terminated  under Section 10 (a) or 10 (b), he
(or his personal  representatives)  shall have the option to elect, by notice to
the Company  within ten (10) days after the date of such  termination,  to repay
such loans in twelve (12) equal monthly installments following termination, with
interest,  from the date of  termination  of  employment,  at the prime  rate of
interest  announced  by Citibank  N.A.  from time to time.  In such  event,  the
Employee (or his personal  representatives)  shall execute a promissory note and
other  documentation  evidencing  such  loans as the  Company  shall  reasonably
request;  and (ii) all loans due Employee and any deferred  compensation owed to
the Employee by the Company shall become due and payable to the Employee be paid
in accordance with its terms.

     11. Remedies.  If there is a breach or threatened  breach of the provisions
of Section 5, 7(b), 8 or 9 of this  Agreement,  the Company shall be entitled to
an injunction restraining the Employee from such breach. Nothing herein shall be
construed as  prohibiting  the Company from pursuing any other remedies for such
breach or threatened breach.

     12. Insurance. The Company may, at its election and for its benefit, insure
the Employee  through key man insurance up to $500,000.00 or otherwise,  against
accidental  loss or  death  and  the  Employee  shall  submit  to such  physical
examination  and  supply  such  information  as may be  required  in  connection
therewith.
<PAGE>
     13. Location of Performance.  The Employee's  services will be performed in
the Guilford,  Connecticut area. The Employee's  performance  hereunder shall be
within such area or its environs.  The parties  acknowledge,  however,  that the
Employee  may  be  required  to  travel   extensively  in  connection  with  the
performance of his duties hereunder.

     14. Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the Company,  and unless clearly
inapplicable,  all  references  herein to the Company shall be deemed to include
any successors.  In addition,  this Agreement shall be binding upon and inure to
the benefit of the Employee and his heirs, executors,  legal representatives and
assigns;  provided,  however, that the obligations of Employee hereunder may not
be delegated without the prior written approval of the Board of Directors of the
Company.

     15.  Successor  Company.  The Company shall require any successor  (whether
direct or indirect, by purchase,  merger,  consolidation or otherwise) to all or
substantially  all of the business  and/or  assets of the Company,  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform as if no such  succession
had taken place.

     16.  Notices.  Any notice  required  or  permitted  to be given  under this
Agreement  shall be  sufficient  if in  writing  and shall be deemed  given when
delivered personally or three days after being sent by first-class registered or
certified mail, return receipt requested, to the party for which intended at its
or his address set forth at the beginning of this Agreement  (which, in the case
of the  Company,  shall be sent  "Attention:  Chairman of the Board") or to such
other  address as either party may  hereafter  specify by similar  notice to the
other.

     17.  Waiver of Breach.  A waiver by the Company or the Employee of a breach
of any  provision  of this  Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the other party.

     18.  Entire  Agreement.  This  Agreement  supersedes  all prior  agreements
between the parties,  written and oral, and cannot be amended or modified except
by a  writing  signed  by  both  parties.  It may  be  executed  in one or  more
counterpart copies, each of which shall be deemed an original,  but all of which
shall constitute the same instrument.

     19. Choice of Law/Forum.  This Agreement shall be governed and construed in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of law.  Any  disputes  arising  out of this  Agreement  shall be
adjudicated in the Federal or State court presiding in the Counties of New York,
Nassau or Suffolk, State of New York.

     20. Captions/Exhibits.  Captions used in this Agreement are for convenience
of reference  only and shall not be deemed a part of this  Agreement nor used in
the  construction of its meaning.  Exhibits  attached to this Agreement shall be
deemed as fully a part of this Agreement as if set forth in full herein.
<PAGE>
     21.  Severability.  If any  provision  of this  Agreement  shall be  deemed
invalid  or  unenforceable  as written it shall be  construed,  to the  greatest
extent possible, in a manner which shall render it valid and enforceable and any
limitations on the scope or duration of any such provision  necessary to make it
valid and  enforceable  shall be deemed to be part  thereof;  no  invalidity  or
unenforceability  shall affect any other  portion of this  Agreement  unless the
provision deemed to be so invalid or unenforceable is a material element of this
Agreement, taken as a whole.

     22.  Acknowledgment.  Employee acknowledges that he has carefully read this
Agreement  and hereby  represents  and warrants to the Company  that  Employee's
entering  into this  Agreement,  and the  obligations  and duties  undertaken by
Employee hereunder,  will not conflict with, constitute a breach of or otherwise
violate the terms of any other  agreement to which  Employee is a party and that
Employee is not  required to obtain the consent of any person or entity in order
to enter into and perform his obligations under this Agreement.

     With  respect to the  covenants  contained  in  Sections  7, 8 and 9of this
Agreement,  Employee  agrees that any remedy at law for any breach or threatened
or attempted  breach of such  covenants may be  inadequate  and that the Company
shall be entitled to specific performance or any other mode of injunctive and/or
other  equitable  relief to enforce its rights  hereunder  or any other relief a
court  might  award  without  the  necessity  of showing  any  actual  damage or
irreparable harm or the posting of any bond or furnishing of other security.

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


                      [SIGNATURES APPEAR ON THE NEXT PAGE]
<PAGE>
                                  TSG GLOBAL EDUCATION WEB, INC.


                                  By:  /s/ Martin E. Cunningham
                                       -----------------------------------------
                                       [Title]

                                       /s/ Daniel J. Molloy
                                       -----------------------------------------
                                       Daniel J. Molloy
                                       Employee





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