SECURITIES PURCHASE AGREEMENT

                          -----------------------------



         AGREEMENT, dated as of April 16, 2007, by and between Network-1

Security Solutions, Inc., a Delaware corporation with principal offices at 445

Park Avenue, Suite 1028, New York, New York 10022 (the "Company"), and the

Investors signatory hereto (collectively, the "Investors").



         WHEREAS, subject to the terms and conditions set forth in this

Agreement, the Company desires to issue and sell to each of the Investors and

each Investor severally and not jointly desires to purchase (i) up to an

aggregate of 3,333,333 shares of common stock, par value $.01 per share (the

"Common Stock") at a purchase price of $1.50 per share (the "Purchase Price"),

and five (5) year warrants to purchase up to an aggregate of 1,666,667 shares of

common stock, at an exercise price of $2.00 per share, on the terms and subject

to the conditions set forth herein. The shares of common stock issuable upon

exercise of the Warrants (as defined below) are collectively referred to herein

as the "Warrant Shares."



         NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties hereto agree as

follows:



                                    ARTICLE I



                      Issuance of Common Stock and Warrants

                      -------------------------------------



         Section 1.1 Agreement to Purchase and Sell. At the closing provided for

in Section 1.2(a), the Company will issue and sell to each Investor and, subject

to the terms and conditions of this Agreement, each Investor will purchase from

the Company, severally and not jointly, (i) the Common Stock, and (ii) the

Warrants in the form of Exhibit A attached hereto, in the amounts opposite such

Investor's name and in consideration for payment by each Investor to the Company

of the Purchase Price as indicated on Schedule 1.1 hereto. The Investors will be

afforded registration rights with respect to the Common Stock and the Warrant

Shares in accordance with the Registration Rights Agreement in the form attached

hereto as Exhibit B.



         Section 1.2 The Closing. The closing of the issuance of the Common

Stock and Warrants (the "Closing") shall take place at the offices of Eiseman

Levine Lehrhaupt & Kakoyiannis, P.C., 805 Third Avenue, New York, New York

10022, on the date that this Agreement is executed by the parties hereto (the

time and date of the Closing being herein referred to as the "Closing Date"). On

the Closing Date the Company will instruct its transfer agent to deliver to each

of the Investors the certificates for the Common Stock and the Company will

deliver the Warrants to be purchased hereunder in accordance with Schedule 1.1

hereto and the other terms hereof against delivery by each such Investor of a

wire transfer to the Company in accordance with instructions provided by the

Company (or by certified check) in the full amount of the Purchase Price payable

by such Investor.



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                                   ARTICLE II



           Representations, Warranties, and Agreements of the Company

           ----------------------------------------------------------



         Except for the exceptions set forth on the Disclosure Schedule attached

hereto as Schedule 1.2 and furnished to Investors, the Company represents and

warrants to, and agrees with, the Investors as follows:



         Section 2.1 Corporate Organization and Qualification. The Company is a

corporation duly organized, validly existing and in good standing under the laws

of its jurisdiction of incorporation, and is qualified to transact business and

is in good standing as a foreign corporation in every jurisdiction in which its

ownership, leasing, licensing or use of property or assets or the conduct of its

business makes such qualification necessary, except in such jurisdictions where

the failure to be so qualified or in good standing would not have a material

adverse effect on the business, results of operations, financial condition or

prospects of the Company. The Company has no subsidiaries except for Network-1

Acquisition Corp. (which does not conduct any business or own any material

assets) and has no investment, whether by way of ownership of stock or other

securities or by loan, advance or otherwise, in any corporation, partnership,

firm, association or other business entity. The Company has all required power

and authority to own its property and to carry on its business as now conducted

and proposed to be conducted.



         Section 2.2 Validity of Transaction. The Company has all requisite

power and authority to execute, deliver and perform this Agreement, the

Registration Rights Agreement and the Warrants, and to issue the Common Stock

and Warrants to the Investors. All necessary corporate proceedings of the

Company have been duly taken to authorize the execution, delivery and

performance of this Agreement, the Registration Rights Agreement and the

Warrants and to authorize the issuance and sale of the Common Stock and

Warrants, and upon exercise of the Warrants, to authorize the issuance of the

Warrant Shares to the Investors. The Common Stock and Warrants, when issued in

accordance with the terms of this Agreement, will be validly issued, fully paid,

and non-assessable and will be free and clear of all pledges, liens,

encumbrances and restrictions, other than under applicable federal and state

securities laws. This Agreement, the Registration Rights Agreement and the

Warrants have been duly authorized, executed and delivered by the Company, are

the legal, valid and binding obligations of the Company, and are enforceable as

to the Company in accordance with their respective terms, except as may be

limited by applicable bankruptcy, reorganization, insolvency, moratorium or

other similar laws or by legal or equitable principles relating to or limiting

creditors' rights generally or as rights to indemnification may be limited by

applicable securities laws. Except as to filings which may be required under

applicable state securities regulations, no consent, authorization, approval,

order, license, certificate, or permit of or from, or declaration or filing

with, any Federal, state, local or other governmental authority or of any court

or other tribunal is required by the Company in connection with the transactions

contemplated hereby. No consent of any party to any contract, agreement,

instrument, lease, license, arrangement or understanding to which the Company is

a party, or by which any of its properties or assets is bound, is required for

the execution, delivery or performance by the Company of this Agreement, the

Registration Rights Agreement, the Warrants and the issuance of the Warrant

Shares. The execution, delivery, and performance of this Agreement, the

Registration Rights Agreement and the Warrants by the Company will not violate,

result in a breach



                                        2

{PAGE}



of,  conflict  with or (with or without  the giving of notice or the  passage of

time or both)  entitle any party to terminate  or call a default  under any such

contract,  agreement,  instrument, lease, license, arrangement or understanding,

or violate or result in a breach of any term of the Certificate of Incorporation

or By-laws of the Company,  or violate,  result in a breach of, or conflict with

any law, rule,  regulation,  order, judgment or decree binding on the Company or

to which any of its operations,  business,  properties or assets is subject. The

registration   rights  granted  to  the  Investors,   in  accordance   with  the

Registration Rights Agreement, do not violate any of the terms and conditions of

the registration  rights  previously  granted by the Company to other holders of

the  Company's  securities  or any other  agreements  to which the  Company is a

party.  The Warrant  Shares  issuable  upon  exercise of the  Warrants  are duly

authorized, have been reserved for issuance and upon exercise of the Warrants in

accordance  with the terms  thereof,  will be validly  issued,  fully paid,  and

nonassessable, will not have been issued in violation of any preemptive right of

stockholders or rights of first refusal and the Investors,  upon exercise,  will

have good title to the  Warrant  Shares,  free and clear of all liens,  security

interests,  pledges, charges,  encumbrances,  stockholders agreements and voting

trusts.



         Section 2.3 Capitalization. The authorized capital stock of the Company

consists of 50,000,000 shares of Common Stock and 10,000,000 shares of preferred

stock, par value $.01 per share. Immediately prior to the Closing, the Company

shall have 19,839,724 shares of Common Stock outstanding and no outstanding

shares of preferred stock. All issued and outstanding shares of Common Stock

have been validly issued and are fully paid and nonassessable and have not been

issued in violation of any Federal or state securities laws. Except for the

obligation of the Company to issue (a) the Warrant Shares upon exercise of the

Warrants, (b) upon the exercise of the options and warrants that are currently

outstanding to purchase an aggregate of 5,664,111 shares of Common Stock

(excluding the options issued under the Company's Stock Option Plan as set forth

in the following clause (c)), (c) upon the exercise of options to purchase

3,917,370 shares of Common Stock issued under the Company's 1996 Amended and

Restated Stock Option Plan (the "Stock Option Plan"), there are not, as of the

date hereof, any outstanding or authorized subscriptions, options, warrants,

calls, rights, commitments or any other agreements obligating the Company to

issue (i) any additional shares of its capital stock or (ii) any securities

convertible into, or exercisable or exchangeable for, or evidencing the right to

subscribe for, any shares of its capital stock except as set forth in the

Disclosure Schedule. Other than the Company's Stock Option Plan, the Company has

not adopted or authorized any plan for the benefit of its officers, employees,

or directors which requires or permits the issuance, sale, purchase, or grant of

any shares of the Company's capital stock, any securities convertible into, or

exercisable or exchangeable for, or evidencing the right to subscribe for any

shares of the Company's capital stock or any phantom shares or any stock

appreciation rights. The Company is under no obligation (contingent or

otherwise) to purchase or otherwise acquire or retire any shares of its capital

stock.



         Section 2.4 Financial Statements. The financial statements of the

Company, including the notes thereto, as they appear in the Company's Annual

Report on Form 10-KSB for the year ended December 31, 2006 (the "Financial

Statements"), fairly present, in all material respects, the financial position

and results of operations of the Company at the dates thereof and for the

periods covered thereby. The Financial Statements have been prepared in

conformity with generally accepted accounting principles ("GAAP"), consistently

applied throughout the periods involved. The Company has no material liabilities

or obligations, contingent, direct, indirect or otherwise except (i) as set

forth in the latest balance sheet included in the Financial Statements or the

notes thereto (the date of such balance sheet being referred to as the "Balance

Sheet Date"), and (ii) those incurred in the ordinary course of business since

the Balance Sheet Date.



                                        3

{PAGE}



         Section 2.5 No Undisclosed Liabilities. The Company does not have any

liabilities or obligations of any nature required to be set forth in the

Financial Statements under GAAP, whether or not accrued, contingent or

otherwise, and there is no existing condition, situation or set of circumstances

which may result in such a liability or obligation, except (a) liabilities or

obligations of the Company reflected in its Securities and Exchange Commission

(the "SEC") filings and in the Financial Statements or incurred in the ordinary

course of the Company's business, or (b) liabilities and obligations which are

not, individually or in the aggregate, reasonably expected to have a material

adverse effect on the Company.



         Section 2.6 Legal Proceedings. Except as set forth in the Disclosure

Schedule annexed hereto as Schedule 1.2, there are no actions, suits,

proceedings, claims or hearings of any kind or nature existing or pending or, to

the knowledge of the Company, threatened and, to the knowledge of the Company,

no investigations or inquiries, before or by any court, or other governmental

authority, tribunal or instrumentality (or, to the Company's best knowledge, any

state of facts that would give rise thereto), pending or threatened against the

Company, or involving the properties of the Company, that, individually or in

the aggregate as to any matter covered by this Section 2.6, are reasonably

likely to result in any material adverse effect on the Company or that might

adversely affect the transactions or other acts contemplated by this Agreement

or the validity or enforceability of this Agreement.



         Section 2.7 SEC Filings. The Company has filed all forms, reports,

statements and other documents required to be filed with (i) the SEC including,

without limitation, (A) all Annual Reports on Form 10-KSB, (B) all Quarterly

Reports on Form 10-QSB, (C) all Reports on Form 8-K, (D) all other reports or

registration statements and (E) all amendments and supplements to all such

reports and registration statements (collectively referred to as the "SEC

Reports") and (ii) any other applicable state securities authorities (all such

forms, reports, statements and other documents in (i) and (ii) of this Section

2.7 being referred to herein, collectively, as the "Reports"). The Reports (i)

were prepared in all material respects in accordance with the requirements of

applicable law (including, with respect to the SEC Reports, the Securities Act

of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of

1934, as amended (the "Exchange Act"), as the case may be, and the rules and

regulations of the SEC thereunder applicable to such SEC Reports) and (ii) did

not at the time they were filed contain any untrue statement of a material fact

or omit to state a material fact required to be stated therein or necessary in

order to make the statements therein, in the light of the circumstances under

which they were made, not misleading. In addition, since the last annual report

of the Company on Form 10-KSB filed with the SEC on April 11, 2007, there have

been no material events that require disclosure under the Exchange Act.



         Section 2.8 Patents and Other Intellectual Property. The Company owns

all right, title and interest in all patents, trademarks or other intellectual

property necessary or material for use in connection with its business as

disclosed in the SEC Reports and which the failure to so have would reasonably

be expected to have a material adverse effect on the Company's assets, business

or financial condition.



         Section 2.9 Finder or Broker. Except as set forth in the Disclosure

Schedule, neither the Company nor anyone acting on behalf of the Company has

negotiated with any finder, broker or intermediary or similar person in

connection with the transactions contemplated herein.



                                        4

{PAGE}



         Section 2.10 Taxes. The Company has filed all federal tax returns and

all state and municipal and local tax returns (whether relating to income,

sales, franchise, withholding, real or personal property or other types of

taxes) required to be filed under the laws of the United States and applicable

states, and has paid in full all taxes which have become due pursuant to such

returns or claimed to be due by any taxing authority or otherwise due and owing;

provided, however, that the Company has not paid any tax, assessment, charge,

levy or license fee that it is contesting in good faith and by proper

proceedings and adequate reserves for the accrual of same are maintained if

required by GAAP. The Company believes that each of the tax returns heretofore

filed by the Company correctly and accurately reflects the amount of its tax

liability thereunder. The Company has withheld, collected and paid all levies,

assessments, license fees and taxes to the extent required.



                                   ARTICLE III



          Representations, Warranties, and Agreements of the Investors

          ------------------------------------------------------------



         Each of the Investors, severally and not jointly, represents and

warrants to, and agrees with, the Company as follows:



         Section 3.1 Organization. Such Investor (if not an individual) is duly

organized under the laws of the state of its jurisdiction of organization and

has full power and authority to enter into this Agreement and to consummate the

transactions set forth herein. The address set forth on Schedule 1.1 hereof is

such Investor's true and correct business, residence or domicile address.



         Section 3.2 Accredited Investor, Experience, Access to Information,

etc.



         (a) Such Investor and, to the knowledge of such Investor, each limited

partner of such Investor in the case of an Investor which is a limited

partnership, and each partner of such Investor in the case of an Investor which

is a general partnership, is an "accredited investor," as that term is defined

in Rule 501 of Regulation D promulgated under the Securities Act;



         (b) Such Investor and, to the knowledge of such Investor, each of its

general partners, officers and other affiliates of such Investor and its general

partners, if any, have had substantial experience in investing in private

transactions like this one, are capable of evaluating the merits and risks of an

investment in the Company and understand that an investment in the Common Stock

and Warrants is speculative and involves a high degree of risk and should not be

purchased by anyone who cannot afford the loss of their entire investment. Such

Investor has also carefully considered the Risk Factors set forth in Exhibit C

hereof;



         (c) Such Investor acknowledges that it has had a full opportunity to

discuss the business, management and financial affairs of the Company with the

Company's management. Such Investor has reviewed the Company's Annual Report on

Form 10-KSB for the year ended December 31, 2006 as well as additional SEC

Reports of the Company that it deemed appropriate, and any additional requested

documents from the Company and has had a full opportunity to ask questions of,

and receive answers from, the officers of the Company concerning the terms and

conditions of this Agreement, the purchase of the Common Stock and Warrants, the

business, operations, market potential, capitalization, financial condition and

prospects of the Company, and all other matters deemed relevant by the Investor.

Such Investor acknowledges that it has had an opportunity to evaluate all

information regarding the Company as it has deemed necessary or



                                        5

{PAGE}



desirable in connection with the transactions contemplated by this Agreement,

has independently evaluated the transactions contemplated by this Agreement and

has reached its own decision to enter into this Agreement; and



         (d) Such Investor acknowledges that it fully understands the risks of

the Company's litigation with D-Link Corporation and D-Link Systems,

Incorporated pending in the United States District Court for the Eastern

District of Texas (the "D-Link Litigation"). Such Investor has had access to all

publicly available documents pertaining to the D-Link Litigation, a full

opportunity to ask questions of, and receive answers from, officers of the

Company concerning the litigation and such Investor understands and acknowledges

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