NETWORK-1 TECHNOLOGIES, INC. — Director's Dealing 2011

Feb 10, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 SECURITY SOLUTIONS INC (NSSI-OTC)
CIK: 0001065078
Period of Report: 2010-12-31

Reporting Person: HOROWITZ COREY M (Director, CEO & Chairman / See Note 1, 10% Owner)
Reporting Person: CMH CAPITAL MANAGEMENT CORP (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-16	Warrant to Purchase Coman Stock	$0.68	A	250000	Acquired	2013-10-08	Common Stock (250000)	Direct
2010-04-16	Warrant to Purchase Common Stock	$0.68	J	250000	Disposed	2010-10-08	Common Stock (250000)	Indirect

Footnotes

F1: On April 16, 2010, the Board of Directors approved a 3 year extension of the expiration date of warrants held by CMH Capital Management Corp. ("CMH") which were reissued in the name of Corey M. Horowitz. Mr. Horowitz is the sole officer, director and shareholder of CMH. At the time the warrants were extended, CMH was beneficial owner of over 10% of the Issuer's outstanding common stock but at the time of filing this Form 5 is no longer subject to Section 16.

F2: The warrants held by CMH expired without exercise on October 8, 2010 and were reissued in the name of Corey M. Horowitz as stated in footnote (1) above.

F3: The warrants were owned directly by CMH and indirectly by Corey M. Horowitz (see footnote (1) above)