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

Feb 6, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 SECURITY SOLUTIONS INC (NSSI.OB)
CIK: 0001065078
Period of Report: 2006-02-02

Reporting Person: SCHESSEL HARRY B (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-02	Common Stock Purchase Option	$1.31	A	15000	Acquired	2016-05-04	Common Stock (15000)	Direct

Footnotes

F1: On February 2, 2006, Mr. Schessel was issued ten year options to purchase 15,000 shares at an exercise price per share of
$1.31, which options vest over a one year period at the rate of 3,750 shares per quarter beginning May 4, 2006.