EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated June 8, 2009, between NETWORK-1 SECURITY SOLUTIONS, INC., a Delaware corporation with its principal office located at 445 Park Avenue, Suite 1018, New York, New York 10022 (the "Company" ), and COREY M. HOROWITZ residing at 1085 Park Avenue, New York, New York 10128 (the “Executive").

The Company desires to enter into this Agreement in order to assure itself of the continued services of Executive, and Executive desires to accept continued employment with the Company, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the mutual covenants and obligations hereinafter set forth, the parties agree as follows:

SECTION 1.   Employment .  The Company hereby employs Executive, and Executive hereby accepts employment by the Company, upon the terms and conditions hereinafter set forth.

SECTION 2.   Term . The employment of Executive hereunder shall be for a period commencing on June 8, 2009 (the "Commencement Date" ) and ending on the third anniversary of the Commencement Date (the "Term" ) or such earlier date upon which the employment of the Executive shall terminate in accordance with the provisions hereof.  The period commencing on the Commencement Date and ending on the date of termination of Executive's employment hereunder shall be called the "Term of Employment" for Executive, and the date on which the Executive's employment hereunder shall terminate shall be called the "Termination Date."

SECTION 3.   Duties .  During the Term of Employment, Executive shall be employed as Chairman and Chief Executive Officer of the Company and will act in accordance with, and be subject to the policies and procedures as may be duly adopted by the Board of Directors (the “Board” ) from time to time.  Executive shall perform such duties as are consistent therewith as the Board shall designate. Executive will be responsible for the management and operations of all aspects of the Company’s business, including licensing of the Company’s patents, patent litigation oversight, patent acquisitions, and finance and administration.  Executive will also have direct responsibility, subject to Board of Directors policies and resolutions as noted above, for all current and future budget and staff, and profit and loss accountability for the Company in its entirety.  In addition, Executive shall also render legal services to the Company with respect to all patent litigation which services shall also include, among other things, coordinating all such patent litigation matters with outside counsel.  Executive shall use his best efforts to perform well and faithfully the foregoing duties and responsibilities.  In addition, Executive shall continue to serve as Chairman of the Board and shall be nominated during the Term of Employment on an annual basis as a director (subject to election by the stockholders of the Company).  On the Termination Date, if Executive is no longer employed by the Company, he agrees to submit his resignation as a Board member if requested by the Company.  For purposes of this Agreement, so long as Executive shall serve as a member of the Board, any references herein to decisions or determinations to be made by the Board with respect to Executive (including, without limitation, matters relating to compensation and termination) shall be made by a majority of the then members of the Board excluding Executive, who shall recuse himself and abstain from voting with respect to any such matters.

SECTION 4.   Time to be Devoted to Employment . During the Term of Employment, Executive shall devote such time, attention and energies to the business of the Company as is necessary in the Board’s reasonable judgment to perform his duties and responsibilities as Chairman and Chief Executive Officer.  It is understood that Executive is not required to devote his full time and attention to the business of the Company during the Term of Employment.  Executive shall be permitted to conduct other business activities so long as such activities do not, in the reasonable judgment of the Board, conflict or interfere with the duties of Executive hereunder.

SECTION 5.   Compensation .

(a)   The Company shall pay to Executive an initial annual base salary of $375,000 (the "Base Salary" ) retroactive to April 1, 2009 and continuing for a one year period thereafter, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to its executive officers.  The Base Salary shall be increased by 5% on each of April 1, 2010 and April 1, 2011.

(b)   (i) In addition to the Base Salary set forth in paragraph 5(a) above, the Company shall pay to Executive, during the Term of Employment, a cash bonus on an annual calendar year basis (beginning with the year ended December 31, 2009) no later than January 15 following each calendar year in an amount no less than $150,000 (the “ Cash Bonus ”).

(ii) In addition to the Base Salary set forth in paragraph 5(a) above and the Cash Bonus set forth in paragraph 5(b) above, during the Term of Employment, Executive shall receive incentive compensation ( “Additional Bonus Compensation” ) in an amount equal to 5% of the Company’s royalties or other payments (exclusive of proceeds from the sale of the Company’s patents which is covered below) with respect to the Company’s remote power patent (U.S. Patent No. 6,218,930 (the “Remote Power Patent” )) and 12.5% of the Company’s royalties and other payments with respect to the Company’s other patents besides the Remote Power Patent (the “Additional Patents”) (all before deduction of payments to third parties including, but not limited to, legal fees and expenses and third party license fees) actually received from licensing its patented technologies (including patents owned as of the date hereof and acquired or licensed on an exclusive basis during the period in which Executive continues to serve as an executive officer of the Company) whether payable to the Company in the form of cash or securities (the “Royalty Bonus Compensation” ).  The Royalty Bonus Compensation shall be paid to Executive within ten (10) days of the Company’s actual receipt of the royalties and other payments.  In addition, during the Term of Employment, Executive shall also be entitled to Additional Bonus Compensation equal to (i) 5% of the gross proceeds from the sale of the Company’s Remote Power Patent and 12.5% of the gross proceeds from the sale of the Additional Patents, and (ii) 5% of the gross proceeds from  the merger of the Company with or into another corporation or entity with the result that the then existing stockholders of the Company hold less than 50% of the combined voting power of the then outstanding securities of the surviving entity in such transaction (the “ Merger ”); provided , that , at the time of the Merger substantially all of the assets of the Company (exclusive of cash) shall consist of the Company’s patents and license agreements with respect to the patents.  For purposes hereof, gross proceeds from a Merger shall include the total proceeds and other consideration paid or received in connection with the Merger including cash, securities or other assets.  Such Additional Bonus Compensation shall be paid within ten (10) days of the closing of any such transaction.

(c)   The Royalty Bonus Compensation shall continue to be paid to Executive for the life of each of the Company’s patents (including patents owned as of the date hereof and acquired or licensed on an exclusive basis during the period in which Executive continues to serve as an executive officer of the Company) with respect to licenses entered into by the Company with third parties during the Term of Employment or at anytime thereafter whether Executive is employed by the Company or not, provided , that , Executive’s employment has not been terminated by the Company for Cause as defined in Section 9(a) hereof or terminated by Executive without Good Reason as defined in Section 10 hereof.

SECTION 6.   Equity .   The Company recognizes that equity participation in the Company through the grant of options is essential to induce Executive to agree to continue to provide the services pursuant to this Agreement.  Accordingly, on the Commencement Date, the Company shall grant to Executive a ten (10) year stock option to purchase 750,000 shares of the Company’s common stock which shares shall vest over a three (3) year period in equal quarterly installments of 62,500 shares beginning June 30, 2009 through March 31, 2012, subject to accelerated vesting in the event of a change of control (as defined in the form of Option attached hereto as Exhibit A );  provided , that , Executive shall forfeit the balance of unvested shares (subject to the Option) if his employment has been terminated by the Company for Cause as defined in Section 9(a) hereof or terminated by Executive without Good Reason as defined in Section 10 hereof (collectively, the “Options” ).  The exercise price per share of the Options shall equal the closing price of the Company’s common stock on the date of grant of each Option (the Commencement Date).  The Company agrees to file an amendment to its Registration Statement on Form S-8, within 30 days as so directed by Executive, to register the shares underlying the Options issued on the date hereof pursuant to this Section 6(a) hereof.  In addition, the Company agrees to extend the expiration dates of all options owned by Executive which expire in calendar year 2009 for a period of five years.

SECTION 7.   Business Expenses; Benefits .

(a)   The Company shall reimburse Executive, in accordance with the practice from time to time for executive officers of the Company, for all reasonable and necessary expenses and other disbursements incurred by Executive for or on behalf of the Company in the performance of Executive's duties hereunder.  Executive shall provide such appropriate documentation of expenses and disbursements as may from time to time be required by the Company.

(b)   During the Term of Employment, Executive shall be entitled to four (4) weeks vacation per year.

(c)   During the Term of Employment, Executive shall be entitled to participate in the group health, life, dental and disability insurance benefits, and retirement plan benefits made available from time to time for its executive officers and other employees.

SECTION 8.   Involuntary Termination .

(a)   If Executive is incapacitated or disabled to the extent he cannot perform his duties under this Agreement for twelve (12) consecutive weeks, or for a cumulative total of six (6) months in any calendar year (such condition being hereinafter referred to as a "Disability") , the Term of Employment and employment of the Executive under this Agreement shall cease (such termination, as well as a termination under Section 8(b), being hereinafter referred to as an "Involuntary Termination" ) and Executive shall be entitled to receive the benefits payable under any disability policy maintained by the Company on his behalf and in accordance with Section 11(b) hereof.

(b)   If Executive dies during the Term of Employment, the Term of Employment and Executive's employment hereunder shall cease as of the date of the Executive's death and Executive shall be entitled to receive the benefits payable in accordance with Section 11(b) hereof.

SECTION 9.   Termination by the Company .

(a)   Termination For Cause . The Company may terminate the Term of Employment and the employment of the Executive hereunder at any time for Cause (as hereinafter defined) (such termination being referred to herein as a "Termination For Cause" ) by giving Executive written notice of such termination, effective immediately upon the giving of such notice to Executive. As used in this Agreement, "Cause" means the Executive's (a) commission of an act (i) constituting a felony or (ii) involving fraud, moral turpitude, theft or dishonesty which is not a felony and which materially adversely affects the Company or could reasonably be expected to materially adversely affect the Company, (b) repeated failure to be reasonably available to perform his duties (other than as a result of illness or incapacity), which, if curable, shall not have been cured within 30 days of written notice thereof from the Company, (c) repeated failure to follow the lawful directions of the Board, which, if curable, shall not have been cured within 30 days of written notice thereof from the Company, or (d) material breach of the terms and provisions of this Agreement or any agreement with the Company which, if curable, shall not have been cured within 30 days of written notice thereof from the Company.

(b)   Termination Other Than for Cause .  The Company may terminate the Term of Employment and the employment of Executive hereunder at any time other than for Cause as defined in Section 9(a) above (such termination shall be defined as a “Termination Other Than for Cause” ) by giving Executive written notice of such termination, which notice shall be effective thirty (30) days after the giving of such notice or such later date set forth therein.

SECTION 10.   Termination by Executive .   If at any time during the Term of Employment, Executive elects to terminate Executive’s employment with the Company (other than for "Good Reason" , as defined below), then the Company’s obligations to Executive under this Agreement shall be as set forth in Section 11(e) hereof and such termination by Executive shall constitute a breach of this Agreement.  If Executive elects to terminate Executive’s employment with the Company for Good Reason, then the Company shall pay Executive the amounts set forth in Section 11(d) hereof.  For the purpose of this Section, "Good Reason" means (i) any material diminution of duties inconsistent with Executive's title, authority, duties and responsibilities as Chairman and Chief Executive Officer; (ii) any reduction of or failure to pay Executive compensation provided for herein, which non-payment continues for a period of thirty (30) days

following written notice to the Company by Executive of such non-payment, except to the extent Executive consents in writing to any reduction, deferral or waiver of compensation; (iii) any relocation of the principal location of Executive's employment more than 75 miles from the Corporation's current headquarters in New York, New York without Executive's prior written consent; or (iv) any material breach by the Company of its obligations under this Agreement that is not cured (if curable) within thirty (30) days after receipt of notice thereof.

SECTION 11.   Effect of Termination .

(a)   Upon the termination of the Term of Employment and Executive's employment hereunder due to a Termination for Cause (as defined in Section 9(a) above), Executive shall not have any further rights or claims against the Company under this Agreement, except the right to receive (i) the unpaid portion, if any, of (a) the Base Salary provided for in Section 5(a), computed on a pro   rata basis through the Termination Date and (b) Cash Bonus only if Executive has been employed through the calendar year and the minimum Cash Bonus as provided in Section 5(b) hereof has not been paid as of the Termination Date, and Additional Bonus Compensation (including the Royalty Bonus Compensation) provided for in Section 5(b) earned prior to the Termination Date, (ii) any unpaid accrued benefits of Executive, (iii) reimbursement for any expenses for which Executive shall not have been reimbursed as provided in Section 7(a), and (iv) Executive’s rights under the vested portion of any options or warrants issued to Executive and CMH by the Company including the Options issued in accordance with Section 6(a) hereof, (collectively, the “Aggregate Derivative Securities” ).

(b)   Upon the termination of Executive's employment hereunder due to an Involuntary Termination, neither Executive nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right to receive (i) the amounts set forth in Section 11(a), (ii) the Cash Bonus pro-rated for the calendar year (based on $150,000) through the date of the Involuntary Termination and the Additional Bonus Compensation earned (as of the date of the Involuntary Termination) in accordance with Section 5(c) hereof, and (iii) the accelerated vesting of all of the Aggregate Derivative Securities that would have vested twelve (12) months from the date of Involuntary Termination.

(c)   Upon the termination of Executive’s employment upon a Termination Other Than for Cause (as defined in Section 9(b) above), neither Executive nor his beneficiary nor his estate shall have any rights or claims against the Company except to receive (i) the amounts set forth in 11(b) except Executive shall receive the full minimum annual bonus of $150,000 rather than a pro-rated portion, (ii) a severance equal to twelve (12) months Base Salary as in effect at the time of the Termination Other Than for Cause, such sum to be paid in a lump sum payment upon termination and (iii) accelerated vesting of all of the Aggregate Derivative Securities that would have vested for the balance of the exercise period for all such Aggregate Derivative Securities.

(d)   Upon the termination of Executive’s employment by Executive for Good Reason (as defined in Section 10 above), neither Executive nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement, except the right to receive the amounts set forth in Section 11(c).

(e)   Upon the termination of Executive’s employment by Executive (other than for Good Reason), neither Executive nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement, except the right to receive the amounts set forth in Section 11(a).

SECTION 12.   Insurance . The Company may, for its own benefit, in its sole discretion, and at its sole cost and expense, maintain "key-man" life and disability insurance policies covering Executive.  Executive will cooperate with the Company and provide such information or other assistance as the Company may reasonably request in connection with the Company's obtaining and maintaining such policies.

SECTION 13.   Disclosure of Information . Executive will not, either during the Term of Employment or at any time thereafter, divulge, publish, communicate, furnish or make accessible to anyone (other than in furtherance of the purposes of the Company) any knowledge or information with respect to the Company’s confidential, secret or proprietary information or assets,  or with respect to any other confidential, secret or proprietary aspects of the business, activities or intellectual property of the Company including, without limitation, (a) patents and related intellectual property, terms of patent acquisition contracts or licensing arrangements, or other technical data pertaining to the Company’s patents and  intellectual property (whether or not subject to patent, trademark or copyright protection) or (b) business strategies and plans including, but not limited to, litigation strategies and potential patent acquisitions; except as such items set forth in clauses (a) and (b) above may already be in the public domain through no fault of Executive (all of the foregoing items set forth in clauses (a) and (b) being referred to herein collectively as “Confidential Property” ) or except as otherwise required by law.  In the event that Executive becomes legally compelled to disclose any Confidential Property, Executive shall advise the Company as soon as practicable so that the Company may seek a protective order or other appropriate remedy.  In addition, Executive agrees to cooperate in the Company’s effort, at the Company’s expense, to obtain a protective order or other appropriate remedy.  Upon the termination of the Term of Employment, Executive shall return to the Company all property (including Confidential Property) of the Company (or any subsidiary or affiliate thereof) then in the possession of Executive and all books, records, computer tapes or discs and all other material containing non-public information concerning the business or affairs of the Company or any subsidiary or affiliate thereof.

SECTION 14.   Right to Inventions .  (a) Executive shall promptly disclose, grant and assign to the Company for its sole use and benefit any and all marks, designs, logos, inventions, improvements, technical information and suggestions relating in any way to the business conducted by the Company, which he may develop or which may be acquired by Executive during the Term of Employment (whether or not during usual working hours), together with all trademarks, patent applications, letters, patent, copyrights and reissues thereof that may at any time be granted for or upon any such mark, design, logo, invention, improvement or technical information (collectively, "Inventions" ). In connection therewith, Executive shall (at the Company's sole cost and expense) take all actions reasonably necessary or desirable to assign and/or confirm the assignment of any Invention to the Company.

(b)   To the extent any of the rights, title and interest in and to Inventions cannot be assigned by Executive to the Company, Executive hereby grants to the Company an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple

tiers of sublicensees) to practice such non-assignable rights, title and interest.  To the extent any of the rights, title and interest in and to Inventions can be neither assigned nor licensed by Executive to the Company, Executive hereby irrevocably waives and agrees never to assert such non-assignable and non-licensable rights, title and interest against the Company or any of the Company’s successors in interest to such non-assignable and non-licensable rights.  Executive hereby grants to the Company or the Company’s designees a royalty free, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice all applicable patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to any prior inventions which Executive incorporates, or permits to be incorporated, in any Inventions.  Notwithstanding the foregoing, Executive agrees that he will not incorporate, or permit to be incorporated, any prior inventions of Executive in any Inventions without the Company’s prior written consent.

SECTION 15.   Future Innovations . Executive recognizes that Inventions or Confidential Property relating to his activities while working for the Company and conceived, reduced to practice, created, derived, developed, or made by Executive, alone or with others, within three (3) months after termination of his employment may have been conceived, reduced to practice, created, derived, developed, or made, as applicable, in significant part while employed by the Company.  Accordingly, Executive agrees that such Inventions or Confidential Property shall be presumed to have been conceived, reduced to practice, created, derived, developed, or made, as applicable, during his employment with the Company and are to be promptly assigned to the Company unless and until Executive has established the contrary by written evidence satisfying the clear and convincing standard of proof.

SECTION 16.   Cooperation in Perfecting Rights to Proprietary Information and Innovations .

(a)   Executive agrees to perform, during and after his employment, all acts deemed necessary or desirable by the Company to permit and assist the Company (during any period after Executive’s termination of employment with the Company, subject to Executive’s obligations to his then employer, if any), at the Company’s expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Inventions or Confidential Property assigned or licensed to, or whose rights are irrevocably waived and shall not be asserted against, the Company under this Agreement. Such acts may include, but are not limited to, execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Inventions or Confidential Property.

(b)   In the event that the Company is unable (after reasonable efforts) to secure Executive’s signature to any document required to file, prosecute, register, or memorialize the assignment of any patent, copyright, mask work or other applications or to enforce any patent, copyright, mask work, moral right, trade secret or other proprietary right under any Inventions (including derivative works, improvements, renewals, extensions, continuations, divisionals, continuations in part, continuing patent applications, reissues, and reexaminations thereof), Executive hereby irrevocably designates and appoints the Company and the Company’s duly authorized officers and agents as his agents and attorneys-in-fact to act for and on his behalf and

instead of him, (i) to execute, file, prosecute, register and memorialize the assignment of any such application, (ii) to execute and file any documentation required for such enforcement, and (iii) to do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance, and enforcement of patents, copyrights, mask works, moral rights, trade secrets or other rights under Inventions, all with the same legal force and effect as if executed by Executive.

SECTION 17.   Restrictive Covenant .

(a)   The Company is in the business of pursuing licensing opportunities related to its patented technologies with third parties who the Company believes are infringing its patents and intellectual property or who may require a license for future products, and which business strategy has required, and may require in the future, the Company to commence patent infringement lawsuits against third parties (the “Business” ). Executive acknowledges and recognizes that the Business may be conducted throughout the world, and Executive further acknowledges and recognizes the highly competitive nature of the Company's Business.  Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder and the Options granted, and to be granted, to Executive in accordance with Section 6 hereof, Executiv