NETWORK-1 TECHNOLOGIES, INC. — Director's Dealing 2005

Aug 8, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 SECURITY SOLUTIONS INC (NSSI.OB)
CIK: 0001065078
Period of Report: 2005-08-04

Reporting Person: KAHN DAVID C (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-04	Option to Purchase Common Stock	$0.80	A	75000	Acquired	2015-08-04	Common Stock (75000)	Direct

Footnotes

F1: The Option was issued pursuant to an agreement, dated August 4, 2005, between the Issuer and the Reporting Person, pursuant
to which the Reporting Person agreed to continue to serve as Chief Financial Officer of the Issuer. The shares underlying
the Option vested on the date of grant (8/4/05) with regards to 30,000 shares and the balance of 45,000 shares shall vest in
equal amounts of 7,500 shares on a quarterly basis beginning September 30, 2005 through December 31, 2006.