NETWORK-1 TECHNOLOGIES, INC. — Director's Dealing 2006

Dec 22, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 SECURITY SOLUTIONS INC (NSSI.OB)
CIK: 0001065078
Period of Report: 2006-12-20

Reporting Person: KAHN DAVID C (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-20	Option to Purchase Common Stock	$1.50	A	75000	Acquired	2011-12-20	Common Stock (75000)	Direct

Footnotes

F1: The Option was issued pursuant to an agreement, dated December 20, 2006, 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 (12/20/06) with regards to 30,000 shares and the balance of 45,000 shares
shall vest in equal amounts of 5,625 shares on a quarterly basis beginning March 31, 2007 through December 31, 2008.