EXHIBIT 10.1
                                                                    ------------




                       Network-1 Security Solutions, Inc.
                           445 Park Avenue, Suite 1028
                              New York, N.Y. 10022





Steven Litchfield                                                  June 17, 2008
Executive Vice President and General Manager
Microsemi Corp-
     Analog Mixed Signal Group Ltd.
     1 Hanagar Street, Hod Hasharon, Israel


Dear Mr. Litchfield:


           Reference is made to that certain Settlement Agreement ("Settlement
Agreement"), dated as of November 16, 2005, by and among Network-1 Security
Solutions, Inc, a Delaware Corporation ("Network-1"), and PowerDsine, Inc., a
New York corporation ("PowerDsine USA") and PowerDsine LTD, an Israeli
corporation ("PowerDsine Ltd"), relating to the settlement of certain litigation
involving U.S. Patent No. 6,218,930 (the `930 Patent).

           During January of 2007, Microsemi Corporation, a Delaware corporation
("MSCC") acquired PowerDsine, Ltd. and the name of PowerDsine Ltd. was changed
to Microsemi Corp- Analog Mixed Signal Group Ltd ("Microsemi") and, through
operation of law, is still bound to the terms and conditions of the Settlement
Agreement.

           You have informed us that as a result of Network-1's licensing
activities relating to the `930 Patent, including the recent litigation filed by
Network-1 in the United States District Court for the Eastern District of Texas,
Tyler Division Docket No. 6:08-cv-00030 (the "Litigation") against various
companies, including several companies using Microsemi products, Microsemi would
like to assist its customers (including those that are defendants in the
"Litigation") in evaluating the licensing opportunities to the `930 Patent
without Microsemi breaching certain provisions of the Settlement Agreement.

<PAGE>

Steven Litchfield
Executive Vice President

           Because of Microsemi's unique position as market leader in the sale
of Power over Ethernet integrated circuits and Midspan products and because of
Microsemi's existing relationships with a large number of vendors of Power over
Ethernet products, Network-1 is willing to allow Microsemi to provide
assistance, as more fully set forth below, to third parties to fully understand
and evaluate the matter and their licensing needs relating to the `930 Patent,
subject to the following terms and conditions:

           1. Within five (5) days of the date hereof, Network-1 will commence a
new industry wide licensing program for the `930 Patent to vendors of Power over
Ethernet equipment (the "Special Licensing Program"). The Special Licensing
Program is of limited duration and is being implemented to offer discounted
running royalty rates and exceptions to Network-1's standard licensing terms and
conditions relating to the `930 Patent to vendors who are "early adopters" of
Network-1's licensing program and enter into license agreements without delay to
avoid litigation costs and higher royalty rates. The terms and conditions
offered during the Special Licensing Program shall terminate on December 31,
2008, unless extended by Network-1.

           2. Upon execution of this Agreement and through December 31, 2008,
Microsemi is, subject to paragraph 3 below, authorized to communicate the terms
of the Special Licensing Program to Microsemi's customers that have purchased or
purchase Microsemi integrated circuits including those customers that are
parties in the Litigation. Network-1 agrees to grant an "early adopter" license
to the `930 Patent to such third party customers provided such customers agree
to execute a license agreement no later than December 31, 2008, in the form
substantially attached to this agreement as Exhibit A (the "Form License
Agreement") which requires the payment of running royalties for the term of the
`930 Patent for sales of infringing products.

           3. Upon execution of appropriate confidentiality agreements, with
respect to Paragraphs 1 and 2 above Network-1 will provide royalty rates and
other financial terms and conditions to Microsemi for communication to customers
and third parties interested in desirous of understanding the licensing
opportunities under the Special Licensing Program for the `930 Patent.

                                        2
<PAGE>

Steven Litchfield
Executive Vice President

           4. Parties that are currently defendants in the Litigation will be
offered a limited opportunity to take advantage of the Special Licensing Program
so long as (ii) a Rule 408 confidentiality agreement has been executed between
Network-1 and any such defendant prior to any licensing and settlement
discussions and (ii) a license agreement, substantially in the form of the Form
Licensing Agreement (including additional provisions customary in settlement
agreements), is executed within 120 days of the date a scheduling order is
issued in the Litigation.

           5. Notwithstanding the provisions of Paragraph 5 of the Settlement
Agreement, Network-1 agrees that, solely in connection with the Special
Licensing Program and to facilitate the third party customer's review of the
licensing opportunities contemplated by this Agreement, Microsemi may provide
information to its customers regarding (i) the operation of its Power over
Ethernet integrated circuit product offerings and (ii) prior art references
produced in Network-1's litigation against D-Link Corporation and D-Link
Systems, Inc. and other prior art references and related materials previously
provided by Microsemi to Network-1 (collectively the "Information"). The
provision of any of the Information by Microsemi during the Special Licensing
Program shall not be deemed to be a breach of the Settlement Agreement.

           6. Except as modified in Paragraph 5 above, Microsemi agrees that all
other terms of the Settlement Agreement shall remain in full force and effect,
including, but not limited to, Sections 6 through 10 thereof, and that providing
the Information after the Special Licensing Program terminates would constitute
a material breach of the Settlement Agreement.

           7. It is expressly understood and agreed by Microsemi and Network-1
that the Special Licensing Program is of limited duration and is being
implemented to offer discounted running royalty rates and exceptions to
Network-1's standard licensing terms and conditions relating to the `930 Patent
on an industry-wide basis to vendors of Power over Ethernet equipment who are
"early adopters" of Network-1's licensing program and who enter into a license
without delay to avoid litigation costs and higher royalty rates. The terms and
conditions offered during the Special

                                        3
<PAGE>

Steven Litchfield
Executive Vice President


Licensing Program shall terminate on December 31, 2008, unless extended by
Network-1. Upon expiration of the Special Licensing Program, such terms and
conditions will no longer be available and Network-1 will thereafter offer
licenses to the `930 Patent on its standard terms and conditions which differ in
royalty rate than the "early adopter" rates and may contain terms that are
different than those set forth in the Form License Agreement, all at Network-1's
sole discretion. Microsemi shall communicate such limitations of the Special
Licensing Program to its customers with whom it has discussions relating to the
`930 Patent and Network-1's licensing terms for the '930 Patent.

           8. Microsemi and Network-1 irrevocably agree that at the earlier of
August 15, 2008 or upon execution of a Form License Agreement by a third party
under the Special Licensing Program, Microsemi shall execute a license agreement
in the form attached to this agreement as Exhibit B (the "Midspan License")
pursuant to which Network-1 shall provide a license to the `930 Patent under the
Special Licensing Program to Microsemi for certain Midspan products sold by
Microsemi. It is further agreed that a failure by Microsemi to execute the
Midspan License as contemplated hereunder would constitute a material breach of
the Settlement Agreement and this amendment thereto and would result in, among
other remedies available to Network-1 in equity or law, the right of Network-1
to terminate the Settlement Agreement and this letter agreement.

           9. Microsemi understands and agrees that following the execution of
this Agreement, Network-1 will be required to file a Form 8-K with the SEC that
will include as an exhibit this Agreement (with Exhibits) as well as a press
release.




                                       4
<PAGE>

Steven Litchfield
Executive Vice President

           Each of the parties hereto represents and warrants to the other that
this Letter Agreement constitutes a valid and binding agreement and has been
executed by a duly authorized officer of each such party. If the terms and
conditions contained herein are acceptable to you and Microsemi, please
acknowledge by signing in the space provided below.


                                                      Sincerely,


                                                      /s/ Corey M. Horowitz
                                                      --------------------------
                                                      Corey M. Horowitz
                                                      Chairman and CEO

AGREED TO AND ACCEPTED
Microsemi Corp-Analog Mixed Signal Group Ltd.

/s/ Steven Litchfield
--------------------------
By: Steven Litchfield
Executive Vice President and General Manager

AGREED TO AND ACCEPTED

/s/ David Goren
--------------------------
PowerDsine, Inc.
David Goren, Esq.



                                        5
<PAGE>
                                    EXHIBIT A

                            PATENT LICENSE AGREEMENT

           THIS AGREEMENT made and entered into and effective as of [ ]__, 2008,
is by and between Network-1 Security Solutions, Inc., a Delaware corporation
(the "Licensor") and [ ], a [ ] Corporation (the "Licensee").

           WHEREAS, Licensor is the beneficial owner of United States Patent No.
6,218,930 (the "`930 Patent");

           WHEREAS, on June ___, 2008, Licensor commenced an industry-wide
Special Licensing Program for the `930 Patent to vendors of Power over Ethernet
equipment. The Special Licensing Program is of limited duration (through
December 31, 2008) and is being implemented on an industry-wide basis to offer
discounted running royalty rates and exceptions to Network-1's standard current
licensing terms and conditions relating to the `930 Patent to PoE vendors who
are "early adopters" and enter into license agreements without delay and to
avoid litigation and higher royalties.

           WHEREAS, Licensee desires to obtain a royalty-bearing, non-exclusive,
license under `930 Patent, and Licensor is willing to grant Licensee such
license subject to the terms and conditions of this Agreement;

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

1. Definitions.

     1.1  "Effective Date" of this Agreement shall mean the date first written
          above.

     1.2  "Expiration Date" means the date on which the Licensed Patent shall
          expire. "Have Made" means the right to purchase a Licensed Product
          from a third party (E.G., subsidiaries, suppliers and vendors) and/or
          have a third party make a Licensed Product for the use by and/or sale
          or transfer by Licensee, said third party operating under the license
          grant to Licensee for the provision of Licensed Products to Licensee
          and for no other purpose.

     1.3  "Licensed Patent" shall mean the `930 Patent and any reissues and
          reexaminations thereof.

     1.4  "Licensed Product" shall mean a Licensed PSE Product and Licensed PD
          Product which infringes any claim of an issued, unexpired Licensed
          Patent, which claim has not invalidated by a final, non-appealable
          order of a court of competent jurisdiction.

     1.5  "Licensee Covenanted Party" shall mean Licensee, each of its
          Subsidiaries, and each of their respective officers, directors,
          employees and successors.

     1.6  "Power over Ethernet" or "PoE" means the technology used to deliver
          electrical power over Ethernet network cabling for the purpose of
          supplying operating power to devices connected to an Ethernet network.

     1.7  "Person" or "person" means an individual, corporation, partnership,
          limited partnership, limited liability company, syndicate, person
          (including, without limitation, a "person" as

                                        6
<PAGE>

          defined in Section 13(d)(3) of the Exchange Act), trust, association
          or entity or government, political subdivision, agency or
          instrumentality of a government.

     1.8  "PSE" means any apparatus, device, equipment or product that supplies
          power to other devices in a PoE implementation, including, but not
          limited to, products complying with IEEE Standards 802.3af and
          802.3at.

     1.9  "Sales Price" means with respect to any Licensed Product sold by
          Licensee or any of its Subsidiaries, on an arms-length basis to a
          party that is not a Subsidiary of Licensee, the selling price actually
          invoiced for such product. The calculation of "selling price" shall
          include credits for the following items: (i) an exchange of
          replacement products returned because of a systemic failure, and (ii)
          the payment or credit for the difference in the invoice prices of
          exchanged products, within twelve months of original sale, out of a
          distributor's inventory, that is returned for such exchange. For the
          avoidance of doubt, for royalty calculation purposes, any resale of a
          returned product shall be treated as a new sale.

     1.10 "Subsidiary" means as to Licensee (Licensor has no Subsidiaries) an
          entity of which shares of stock having voting power to elect a
          majority of the Board of Directors or other managers of such entity
          are at the time owned, or the management of which is otherwise
          controlled, directly or indirectly through one or more intermediaries,
          or both, by the Licensee.

2. License Grant.

     2.1  Licensor hereby grants to the Licensee and its Subsidiaries a
          personal, non-exclusive, non-transferable, royalty bearing license
          under the Licensed Patent (i) to make, use, lease, sell, offer for
          sale, import, design, Have Made and otherwise transfer Licensed
          Products, including the right to procure or produce components
          therefore, (ii) to practice a method or process involved in the
          manufacture thereof, and (iii) practice any method or process involved
          in the use thereof. To the extent that the Licensed Products are sold
          or otherwise transferred by Licensee or its Subsidiaries to
          distributors, private label resellers, channel partners, retailers,
          customers and other "arm's length" customers and/or end users, the
          license granted under this Section shall encompass such parties for
          such Licensed Products. To the extent that a third party is operating
          under the Have Made rights granted herein, the license granted under
          this Section shall encompass said third party, but only as to such
          third party's sales of Licensed Products to Licensee or any Subsidiary
          and other licensed conduct for Licensee and its Subsidiaries
          contemplated herein, and not for sales to other parties.

     2.2  If the Licensee or its Subsidiaries or its or their successors
          initiates any action to challenge, directly or indirectly through
          their acting officers, directors, employees, representatives, or
          agents acting at Licensee's direction, the infringement or validity of
          the Licensed Patent, or assist or cooperate in any action, related to
          the non-infringement or invalidity of the Licensed Patent or any
          declaratory judgment action under the Patent Act of the United States,
          title 35, United States Code, the Declaratory Judgment Act, title 28,
          United States Code, or otherwise (unless the Licensee is required to
          do so pursuant to any applicable law, regulation, judicial or
          administrative order or decree, or request by other regulatory
          organization having authority pursuant to the law; PROVIDED, HOWEVER,
          that in such case the applicable Licensee Party gives Licensor
          reasonable advance notice of the same (so as to afford Licensor a
          reasonable opportunity to appear, object and obtain appropriate relief
          regarding such requirement)) the Licensee shall pay a royalty rate of
          three percent (3%) of the Sales Price of a Licensed Product in lieu of
          the royalties owed under Section 4.2 hereof on royalties payable after
          the date it initiates any of the foregoing.

                                       7
<PAGE>

     2.3  Licensee is obligated to mark all Licensed Products with U.S. Patent
          No. 6,218,930 in a font size large enough to be easily read and in a
          manner reasonably required to satisfy 35 U.S. 287.

3. Third Party Patents and Limitations on Liability.

     3.1  Licensor hereby represents and warrants that: (a) it has the authority
          to enter into this Agreement and grant the licenses herein; (b) this
          Agreement is valid and binding and enforceable in accordance with its
          terms except as such enforceability may be limited by applicable
          bankruptcy, insolvency, reorganization, moratorium or similar laws
          affecting creditors rights generally and general equitable principles;
          (c) it has all right, title and interest in and to the Licensed
          Patent; and (d) there are no patents or patent applications or foreign
          counterparts related to the Licensed Patent, nor does Licensor or its
          Subsidiaries own any patent or patent application claiming or
          disclosing any PoE technology except the Licensed Patent. Licensor
          makes no warranty or representation that the practice of the licenses
          herein granted to Licensee will not infringe any patent or patents of
          any country which is or are owned by any party or parties other than
          Licensor. The obligations of Licensee to Licensor shall be in no way
          affected and no obligation of any character of Licensor to Licensee
          shall be created by the fact that the practice of the licenses granted
          hereunder infringes the patent of rights of others.

     3.2  EXCEPT AS EXPRESSLY SET FORTH ABOVE IN SECTION 3.1, LICENSOR MAKES NO
          WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
          MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. UNDER NO
          CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL
          OR OTHER DAMAGES FROM ALLEGED NEGLIGENCE, BREACH OR WARRANTY, STRICT
          LIABILITY, TORT, CONTRACT, OR ANY OTHER LEGAL THEORY ARISING OUT OF
          THE USE OR HANDLING OF THE LICENSED PRODUCT.

4. Consideration, Royalty Payments and Royalty Reporting.

     4.1  In connection with the Special Licensing Program, Licensor has agreed
          to offer Licensee an "early adopter" reduced royalty rate and to
          reduce its license initiation fees to $ { } which shall be paid upon
          execution of this Agreement.

     4.2  In further consideration of the license granted herein, Licensee
          agrees to pay Licensor a royalty of two percent (2%)
                of the Sales Price of Licensed Product.

     4.3  Only one royalty will be paid by Licensee for the sale of a Licensed
          Product subject to royalty hereunder; PROVIDED that the Sales Price
          for such sales shall be that of the final sale by Licensee or any
          Subsidiary.

     4.4  Licensee shall make all payments to Licensor in performance of any
          obligation of Licensee defined in this Agreement in U.S. Dollars at
          such account as Licensor shall designate.

     4.5  Licensee shall make running royalty payments within thirty (30) days
          after the end of each calendar quarter which any Licensed Product
          subject to royalty hereunder was sold. Royalties shall be calculated
          in the currency in which sales are made and, in the case of sales

                                        8
<PAGE>

          made in currency other that U.S. Dollars, for equivalent amount of the
          U.S. Dollars for any royalties payable hereunder will be determined on
          the basis of the rate of exchange quoted by The Wall Street Journal as
          of the due date of the royalty payment. Royalties shall be submitted
          with a Monthly Royalty Report, in the form of Exhibit B, showing all
          Licensed Products sold by Licensee in the immediately preceding month.
          The Royalty Report will also list any additional products that fall
          within the scope of Licensed Products and that are to be added to
          Exhibit A.

     4.6  Licensee assumes responsibility for any payment due but not made by
          any Subsidiary.

     4.7  Licensee shall submit to Licensor a semi-annual royalty report
          ("Royalty Report") in the form of Exhibit B hereto within thirty (30)
          days after the end of every six month anniversary of the Effective
          Date of the Agreement. The Royalty Report shall be certified by an
          appropriate responsible employee of Licensee setting forth the amount
          of the royalties and calculation thereof for the reported period
          regardless of whether or not any payment is due. The Royalty Report
          will also list any additional products that fall within the scope of
          Licensed Products and that are to be added to Exhibit A.

     4.8  Irrespective of any ruling of a court, administrative body or arbitral
          tribunal, no royalties paid by Licensee shall be subject to refund
          except overpayments made in error and identified by Licensee within
          twelve (12) months of actual or constructive notice of erroneous
          payment, whichever is later. Any refund that Licensee may be entitled
          to pursuant to this Section shall be taken as a credit in a subsequent
          Monthly Royalty Report; PROVIDED, HOWEVER that if no further royalties
          are due under this Agreement Licensee shall receive a refund instead
          of a credit.

     4.9  Payments when provided for in this Agreement shall, when overdue, bear
          interest compounded monthly (prorated for periods of time less than
          one month) at an annualized rate of five percent (5%) over the prime
          rate quoted by the Wall Street Journal, in New York, on the date that
          the payment is due, for each month during the delinquency. If the
          amount of such charge exceeds the maximum permitted by law, such
          charge shall be reduced to such maximum.

     4.10 Licensee shall keep books and records adequate to accurately determine
          the payments under this Agreement, and retain such books and records
          for at least three (3) years after the delivery of the Royalty Report
          to which they relate. Licensor shall have the right, no more than
          twice per calendar year, to have an independent certified public
          accountant inspect all relevant books and records of Licensee on
          thirty (30) days' prior written notice and during regular business
          hours to verify the reports and payments required to be made
          hereunder. Such independent certified public accountant shall be
          selected by Licensor. The auditor shall enter into an appropriate
          nondisclosure agreement with Licensee, and shall disclose no more
          information than is reasonably necessary to determine the payments
          owed hereunder. Should an underpayment in excess of five percent (5%)
          be discovered, Licensee shall reimburse Licensor for the cost of the
          audit. In any event, Licensee shall promptly pay any underpayment
          together with interest at the compounded annual rate quoted by
          Citibank N.A. in New York City or its reference rate on the last day
          of each month during the period of the delinquency.

5.   Confidentiality. The terms of this Agreement (and the royalty reports and
     data contained therein) as well as any audit data provided per Section 4
     are confidential information of Licensee except (i) if such information is
     generally available to the public through no action of Licensor, (ii) to
     the

                                        9
<PAGE>

     extent necessary to comply with any Court order, law, rule or regulation of
     any federal or state agency or administrative body (including the
     Securities and Exchange Commission and the U.S. securities laws based on
     the advice of counsel) or contractual obligation of any party's insurance
     carrier. If necessary, Licensor may utilize this confidential information
     in litigation against Licensee relating to royalty payments under this
     agreement; however, the information must remain confidential (E.G., under
     the provisions of a suitable protective order and/or filing under seal).

6.   SEC Filings and Press Releases. Licensee understands that following the
     Effective Date, Licensor will be required to file a Form 8-K with the SEC
     that will include as an exhibit this Agreement (with exhibits) as well as
     issue a press release. Licensee further understands that Licensor will be
     required to disclose in certain of its SEC filings and press releases,
     among other things set forth in this Agreement, the amount of royalty
     revenue received from Licensee pursuant to this Agreement in an aggregated
     form that does not reveal royalty revenues specifically attributable to
     Licensee hereunder unless otherwise required by the U.S. securities laws
     based on the advice of counsel. In addition, Licensor will not disclose in
     its SEC filings or press releases any other data contained in the monthly
     or semi-annual reports or audit data referenced in Section 4 above unless
     otherwise required by the U.S. securities laws based on the advice of
     counsel .

7.   Term and Termination.

     7.1  This Agreement will commence on the Effective Date and will remain in
          force and effect until the Expiration Date unless earlier terminated
          or in the event the Licensed Patent is found to be invalid by a final
          non-appealable order of a court of competent jurisdiction. Other than
          as provided for in Section 7.2, the parties hereto may terminate this
          Agreement only by mutual written agreement.

     7.2  In the event a party to this Agreement breaches any provision hereof
          and fails to cure such breach within forty-five (45) days of receipt
          of written notice thereof, the other party hereto may terminate the
          Agreement upon written notice to the other party hereto.

     7.3  If Licensee fails to make royalty payments hereunder and fails to
          remedy such breach in accordance with Section 7.2, all royalty
          payments subsequent to said breach and all remedial payments for
          outstanding payments shall be calculated at a royalty rate of three
          percent (3%) instead of the two percent (2%) royalty rate set forth in
          Section 4.2.

     7.4  Termination of this Agreement by mutual written agreement of the
          parties hereto shall not, unless otherwise agreed by the parties, have
          the effect of terminating, revoking or withdrawing rights and
          obligations set forth herein with respect to matters after the
          Effective Date and up through and including the effective date of
          termination hereunder. Notwithstanding the foregoing, the termination
          of this Agreement for any reason other than by mutual agreement of the
          parties hereto, shall not terminate the license granted hereunder for
          any Licensed Product sold prior to the termination date but only if
          the applicable royalty due hereunder with respect to such product is
          paid by licensee

8. Release.

          Licensor on behalf of itself and its respective Subsidiaries,
          successors and assigns hereby irrevocably releases Licensee and its
          Subsidiaries (but only as to sales of Licensed Products to, from, or
          on behalf of Licensee) officers, directors, employees,
          representatives, agents, successors

                                       10
<PAGE>

          and assigns, customers, and suppliers, including any suppliers and
          customers in the chain of possession of Licensed Products, from any
          and all causes of action, known or unknown, in any way related to the
          acts, omissions, transactions, and occurrences related to a claim of
          infringement of the Licensed Patent, with respect to any Licensed PSE
          Product and Licensed PD Product manufactured, used, leased, sold,
          offered for sale, imported, or otherwise transferred by Licensee
          before the Effective Date of this Agreement.

9. Miscellaneous.

          9.1  If any provision of this Agreement is held to be illegal, invalid
               or unenforceable under any present or future law, and if the
               rights or obligations of any party hereto under this Agreement
               will not be materially and adversely affected thereby, (i) such
               provision will be fully severable, (ii) this Agreement will be
               construed and enforced as if such illegal, invalid or
               unenforceable provision had never comprised a part hereof and
               (iii) the remaining provisions of this Agreement will remain in
               full force and effect and will not be affected by the illegal,
               invalid or unenforceable provision or by its severance herefrom.

          9.2  Any and all notices, consents, or demands permitted or required
               to be made or given under this Agreement shall be in writing,
               signed by the individual giving such notice, consent, or demand
               and shall be delivered personally or sent by registered or
               certified mail, return receipt requested, to the other party at
               its address set forth below:


           To Licensor:    Network-1 Security Solutions, Inc.
                           445 Park Avenue, Suite 1028
                           New York, NY 10022

                           Attention:  Corey M. Horowitz, Chairman and CEO
                           Telephone: (212) 829-5770
                           Facsimile: (212) 829-5771


           With a copy to: Clifford Chance US LLP
                           31 West 52nd Street
                           New York, NY 10019-6131

                           Attention:  Victor Siber
                           Telephone: (212) 878-8429
                           Facsimile: (212) 878-8375


           To Licensee:    [To Come]

           With a copy to: [To Come]

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<PAGE>

9.3  This Agreement may not be assigned by either party without the express
     prior written consent of the other party, except in connection with a
     merger, acquisition, reorganization or sale of all or substantially all of
     such party's assets or equity. This Agreement is binding upon and inures to
     the benefit of the parties hereto, and their permitted assigns.

9.4  This Agreement constitutes the entire agreement between the parties to this
     Agreement with respect to the subject matter hereof and supersedes all
     previous and contemporaneous negotiations, commitments and agreements, both
     written and oral, between the parties with respect to such subject matter.
     For avoidance of doubt, the Settlement Agreement, as supplemented by the
     Amendment, shall remain in full effect in accordance with its terms.
     Nothing expressed or implied in this Agreement is intended or shall be
     construed to confer upon or give to any Person, other than the parties to
     this Agreement and their respective successors and permitted assigns, any
     rights or remedies under or by reason of this Agreement.

9.5  This Agreement may be executed in separate counterparts, each of which
     shall be considered an original but all of which will constitute one
     agreement.

9.6  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
     LAWS OF THE STATE OF NEW YORK. LICENSOR AND LICENSEE HEREBY IRREVOCABLY
     SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT
     FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK
     LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR
     PROCEEDING BROUGHT BY LICENSOR OR LICENSEE TO ENFORCE THIS AGREEMENT, AND
     AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT BY A PARTY TO THIS
     AGREEMENT SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION
     BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN);
     PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE
     PURPOSE REFERRED TO IN THIS SECTION 8.6 AND SHALL NOT BE DEEMED TO BE A
     GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF
     NEW YORK OTHER THAN FOR SUCH PURPOSE AND SHALL NOT APPLY WITH RESPECT TO,
     OR BE DEEMED TO INDICATE THE INTENT OF ANY PARTY HERETO WITH RESPECT TO,
     ANY ACTION BROUGHT BY OR AGAINST ANY PERSON(S) EACH OF WHOM IS NOT A PARTY
     TO THIS AGREEMENT. Any and all process may be served in any action, suit or
     proceeding arising in connection with this Agreement by complying with the
     provisions of Section 8.2. Such service of process shall have the same
     effect as if the party being served were a resident in the State of New
     York and had been lawfully served with such process in such jurisdiction.
     The parties hereby waive all claims of error by reason of such service.
     Nothing herein shall affect the right of any party to service process in
     any other manner permitted by law or to commence legal proceedings or
     otherwise proceed against the other in any other jurisdiction to enforce
     judgments or rulings of the aforementioned courts.

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<PAGE>

IN WITNESS WHEREOF, each of the parties has caused two original copies of this
Agreement to be executed on its behalf by its duly authorized officer as of the
Effective Date.




                                    NETWORK-1 SECURITY SOLUTIONS, INC.


                                    By:
                                        -------------------------
                                        Corey M. Horowitz
                                        Chairman and Chief Executive Officer



                                    Licensee


                                    By:
                                        -------------------------


<PAGE>

                                    EXHIBIT A

                                LICENSED PRODUCTS



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PRODUCT/PRODUCT FAMILY       DESCRIPTION
---------------------------- ---------------------------------------------------

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

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

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                                       A-1
<PAGE>


                                    EXHIBIT B

                                 ROYALTY REPORT

     The undersigned official of Licensee is providing the following information
to Network-1 pursuant to that License Agreement dated [o] entered into between
Network-1 and Licensee. All capitalized terms used in this Report have the
definitions ascribed to them in the Agreement. This Report reflects the
Royalties payable by Licensee for the month [semi-annual] period ending.

<TABLE><CAPTION>
<S>                        <C>           <C>                        <C>                    <C>
-------------------------- ------------- -------------------------- --------- ---------------------------------------------------
LICENSED PRODUCT MODEL       UNITS SOLD   SELLING PRICE CHARGED TO   RETURNS               CALCULATION OF ROYALTIES
NO., NAME & DESCRIPTION                        UNRELATED BUYER
-------------------------- ------------- -------------------------- --------- ---------------------------------------------------
                                                                                Net Selling Price       Royalty %     Amount of
                                                                                                                       Royalty
-------------------------- ------------- -------------------------- --------- ----------------------- --------------- -----------

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

                                                                                Due & Payable          Total Royalties
                                                                                                       $______________________
</TABLE>

The undersigned hereby certifies the foregoing an accurate and complete record
of all royalties due and payable by Licensee for the period ___________.


Signature:      _________________________________________________     Date:
Name:           _________________________________________________
Title:          _________________________________________________



<PAGE>
                                    EXHIBIT B

                            PATENT LICENSE AGREEMENT

           THIS AGREEMENT made and entered into and effective as of July __,
2008, is by and between Network-1 Security Solutions, Inc., a Delaware
corporation (the "Licensor") and Microsemi Corporation, a California Corporation
(the "Licensee").

           WHEREAS, Licensor is the beneficial owner of United States Patent No.
6,218,930 (the "`930 Patent");

           WHEREAS, on June ___, 2008, Licensor commenced an industry-wide
Special Licensing Program for the `930 Patent to vendors of Power over Ethernet
equipment. The Special Licensing Program is of limited duration (through
December 31, 2008) and is being implemented on an industry-wide basis to offer
discounted running royalty rates and exceptions to Network-1's standard
licensing terms and conditions relating to the `930 Patent to PoE vendors who
are "early adopters" and enter into license agreements without delay and to
avoid litigation and higher royalties.

           WHEREAS, Licensee desires to obtain a royalty-bearing, non-exclusive,
license under `930 Patent, and Licensor is willing to grant Licensee such
license subject to the terms and conditions of this Agreement;

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

1. Definitions.

     1.1  "Effective Date" of this Agreement shall mean the date first written
          above.

     1.2  "Expiration Date" means the date on which the Licensed Patent shall
          expire. "Have Made" means the right to purchase a Licensed Product
          from a third party (E.G., subsidiaries, suppliers and vendors) and/or
          have a third party make a Licensed Product for the use by and/or sale
          or transfer by Licensee, said third party operating under the license
          grant to Licensee for the provision of Licensed Products to Licensee
          and for no other purpose.

     1.3  "Licensed Patent" shall mean the `930 Patent and any reissues and
          reexaminations thereof.

     1.4  "Licensed Product" shall mean a MSCC Midspan Product which infringes
          any claim of an issued, unexpired Licensed Patent, which claim has not
          invalidated by a final, non-appealable order of a court of competent
          jurisdiction.

     1.5  "Licensee Covenanted Party" shall mean Licensee, each of its
          Subsidiaries, and each of their respective officers, directors,
          employees and successors.

     1.6  "Midspan PSE" means a particular type of PSE that is connected between
          a switch and device(s) to be powered over Ethernet network cabling.

     1.7  "MSCC Midspan Product" means standalone finished Midspan PSE products,
          except Power over Ethernet Midspan PSE products that exclusively use
          spare pairs for the transmission of operating power to network
          devices, such as the products identified on Exhibit A hereto and

                                        3
<PAGE>

          future variations thereof, each of which is or will be a Midspan PSE
          originally designed by or for MSCC, and manufactured for or by, and
          used or sold by MSCC and/or its Subsidiaries.

     1.8  "Power over Ethernet" or "PoE" means the technology used to deliver
          electrical power over Ethernet network cabling for the purpose of
          supplying operating power to devices connected to an Ethernet network.

     1.9  "Person" or "person" means an individual, corporation, partnership,
          limited partnership, limited liability company, syndicate, person
          (including, without limitation, a "person" as defined in Section
          13(d)(3) of the Exchange Act), trust, association or entity or
          government, political subdivision, agency or instrumentality of a
          government.

     1.10 "PSE" means any apparatus, device, equipment or product that supplies
          power to other devices in a PoE implementation, including, but not
          limited to, products complying with IEEE Standards 802.3af and
          802.3at.

     1.11 "Sales Price" means with respect to any Licensed Product sold by
          Licensee or any of its Subsidiaries, on an arms-length basis to a
          party that is not a Subsidiary of Licensee, in the United States, or
          exported from the United States, the selling price actually invoiced
          for such product. The calculation of "selling price" shall include
          credits for the following items: (i) an exchange of replacement
          products returned because of a systemic failure, and (ii) the payment
          or credit for the difference in the invoice prices of exchanged
          products, within twelve months of original sale, out of a
          distributor's inventory, that is returned for such exchange. For the
          avoidance of doubt, for royalty calculation purposes, any resale of a
          returned product for which a credit was taken under (i) or (ii) above
          shall be treated as a new sale.

     1.12 "Spare Pair MSCC Midspan Product" means Power over Ethernet standalone
          finished midspan products that exclusively use spare pairs for the
          transmission of operating power, each of which is or will be a Midspan
          PSE originally designed by or for MSCC, and manufactured for or by
          MSCC and/or its Subsidiaries.

     1.13 "Subsidiary" means as to Licensee (Licensor has no Subsidiaries) an
          entity of which shares of stock having voting power to elect a
          majority of the Board of Directors or other managers of such entity
          are at the time owned, or the management of which is otherwise
          controlled, directly or indirectly through one or more intermediaries,
          or both, by the Licensee.

2. License Grant.

     2.1  Licensor hereby grants to the Licensee and its Subsidiaries a
          personal, non-exclusive, non-transferable, royalty bearing license
          under the Licensed Patent (i) to make, use, lease, sell, offer for
          sale, import, design, Have Made and otherwise transfer Licensed
          Products, including the right to procure or produce components
          therefore, (ii) to practice a method or process involved in the
          manufacture thereof, and (iii) practice any method or process involved
          in the use thereof. To the extent that the Licensed Products are sold
          or otherwise transferred by Licensee or its Subsidiaries to
          distributors, private label resellers, channel partners, retailers,
          customers and other "arm's length" customers and/or end users, the
          license granted under this Section shall encompass such parties for
          such Licensed Products. To the extent that a third party is operating
          under the Have Made rights granted herein, the license granted under
          this Section shall encompass said third party, but only as to such
          third party's sales of Licensed

                                        4
<PAGE>

          Products to Licensee or any Subsidiary and other licensed conduct for
          Licensee and its Subsidiaries contemplated herein, and not for sales
          to other parties.

     2.2  If the Licensee or its Subsidiaries or its or their successors
          initiates any action to challenge, directly or indirectly through
          their acting officers, directors, employees, representatives, or
          agents acting at Licensee's direction, the infringement or validity of
          the Licensed Patent, or assist or cooperate in any action, related to
          the non-infringement or invalidity of the Licensed Patent or any
          declaratory judgment action under the Patent Act of the United States,
          title 35, United States Code, the Declaratory Judgment Act, title 28,
          United States Code, or otherwise (unless the Licensee is required to
          do so pursuant to any applicable law, regulation, judicial or
          administrative order or decree, or request by other regulatory
          organization having authority pursuant to the law; PROVIDED, HOWEVER,
          that in such case the applicable Licensee Party gives Licensor
          reasonable advance notice of the same (so as to afford Licensor a
          reasonable opportunity to appear, object and obtain appropriate relief
          regarding such requirement)) the Licensee shall pay a royalty rate of
          three percent (3%) of the Sales Price of a Licensed Product in lieu of
          the royalties owed under Section 4.2 hereof on royalties payable after
          the date it initiates any of the foregoing. This Section 2.2 shall not
          apply where Licensee or its Subsidiary (a) is defending against an
          action brought against it alleging that it is infringing the Licensed
          Patent, or (b) is contractually or otherwise legally bound by statute
          to hold harmless or indemnify a third party in a judicial proceeding
          relating to the infringement of the Licensed Patent which obligation
          exists (a) as of, and in connection with, the sale or other
          disposition of a product or service by Licensee or its Subsidiary to
          such third party; or (b) prior to the initiation of such judicial
          proceeding against such third party . In such cases, for the avoidance
          of doubt, Licensee or its Subsidiaries shall be free to assert or
          assist any non-infringement and/or invalidity counterclaims and/or
          defenses related to such action or proceeding under the Licensed
          Patent without affecting the royalty rate hereunder.

     2.3  Licensee is obligated to mark all Licensed Products with U.S. Patent
          No. 6,218,930 in a font size large enough to be easily read and in a
          manner reasonably required to satisfy 35 U.S. 287.

     2.4  Licensor, on behalf of itself and any Subsidiary, and each of its
          respective officers, directors, employees, shareholders,
          representatives, agents and successors (collectively, the "Licensor
          Covenanting Parties") hereby covenants not to sue any Licensee
          Covenanted Party for any or all claims or liabilities for infringement
          of the Licensed Patent, with respect to any Spare Pair MSCC Midspan
          Product, PROVIDED, HOWEVER, for the avoidance of doubt, such covenant
          shall not extend to any person other than a Licensee Covenanted Party.

3. Third Party Patents and Limitations on Liability.

     3.1  Licensor hereby represents and warrants that: (a) it has the authority
          to enter into this Agreement and grant the licenses herein; (b) this
          Agreement is valid and binding and enforceable in accordance with its
          terms except as such enforceability may be limited by applicable
          bankruptcy, insolvency, reorganization, moratorium or similar laws
          affecting creditors rights generally and general equitable principles;
          (c) it has all right, title and interest in and to the Licensed
          Patent; and (d) there are no patents or patent applications or foreign
          counterparts related to the Licensed Patent, nor does Licensor or its
          Subsidiaries own any patent or patent application claiming or
          disclosing any PoE technology except the Licensed Patent. Licensor
          makes no warranty or representation that the practice of the licenses
          herein

                                        5
<PAGE>

          granted to Licensee will not infringe any patent or patents of any
          country which is or are owned by any party or parties other than
          Licensor. The obligations of Licensee to Licensor shall be in no way
          affected and no obligation of any character of Licensor to Licensee
          shall be created by the fact that the practice of the licenses granted
          hereunder infringes the patent of rights of others.

     3.2  EXCEPT AS EXPRESSLY SET FORTH ABOVE IN SECTION 3.1, LICENSOR MAKES NO
          WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
          MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. UNDER NO
          CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL
          OR OTHER DAMAGES FROM ALLEGED NEGLIGENCE, BREACH OR WARRANTY, STRICT
          LIABILITY, TORT, CONTRACT, OR ANY OTHER LEGAL THEORY ARISING OUT OF
          THE USE OR HANDLING OF THE LICENSED PRODUCT.






















                                        6
<PAGE>

4. Consideration, Royalty Payments and Royalty Reporting.

     4.1  In partial consideration for the license granted herein, Licensee
          shall provide the assistance set out in the letter agreement by and
          between the parties dated June , 2008 and Licensor has agreed to offer
          Licensee an "early adopter" reduced royalty rate and to reduce its
          license initiation fees to $25,000 which shall be paid upon execution
          of this Agreement.

     4.2  In further consideration of the license granted herein, Licensee
          agrees to pay Licensor a royalty of two percent (2%) of the Sales
          Price of Licensed Product.

     4.3  Only one royalty will be paid by Licensee for the sale of a Licensed
          Product subject to royalty hereunder; PROVIDED that the Sales Price
          for such sales shall be that of the final sale by Licensee or any
          Subsidiary.

     4.4  Licensee shall make all payments to Licensor in performance of any
          obligation of Licensee defined in this Agreement in U.S. Dollars at
          such account as Licensor shall designate.

     4.5  Licensee shall make running royalty payments within thirty (30) days
          after the end of each calendar quarter which any Licensed Product
          subject to royalty hereunder was sold. Royalties shall be calculated
          in the currency in which sales are made and, in the case of sales made
          in currency other that U.S. Dollars, for equivalent amount of the U.S.
          Dollars for any royalties payable hereunder will be determined on the
          basis of the rate of exchange quoted by The Wall Street Journal as of
          the due date of the royalty payment. Royalties shall be submitted with
          a Monthly Royalty Report, in the form of Exhibit B, showing all
          Licensed Products sold by Licensee in the immediately preceding month.
          The Royalty Report will also list any additional products that fall
          within the scope of Licensed Products and that are to be added to
          Exhibit A.

     4.6  Licensee assumes responsibility for any payment due but not made by
          any Subsidiary.

     4.7  Licensee shall submit to Licensor a semi-annual royalty report
          ("Royalty Report") in the form of Exhibit B hereto within thirty (30)
          days after the end of every six month anniversary of the Effective
          Date of the Agreement. The Royalty Report shall be certified by an
          appropriate responsible employee of Licensee setting forth the amount
          of the royalties and calculation thereof for the reported period
          regardless of whether or not any payment is due. The Royalty Report
          will also list any additional products that fall within the scope of
          Licensed Products and that are to be added to Exhibit A4.8
          Irrespective of any ruling of a court, administrative body or arbitral
          tribunal, no royalties paid by Licensee shall be subject to refund
          except overpayments made in error and identified by Licensee within
          twelve (12) months of actual or constructive notice of erroneous
          payment, whichever is later. Any refund that Licensee may be entitled
          to pursuant to this Section shall be taken as a credit in a subsequent
          Monthly Royalty Report; PROVIDED, HOWEVER that if no further royalties
          are due under this Agreement Licensee shall receive a refund instead
          of a credit.

     4.8  4.9 Payments when provided for in this Agreement shall, when overdue,
          bear interest compounded monthly (prorated for periods of time less
          than one month) at an annualized rate of five percent (5%) over the
          prime rate quoted by the Wall Street Journal, in New York, on the date
          that the payment is due, for each month during the delinquency. If the
          amount of such charge exceeds the maximum permitted by law, such
          charge shall be reduced to such maximum.4.10 Licensee shall keep books
          and records adequate to accurately determine the payments under this
          Agreement, and retain such books and records for at least three (3)
          years

                                        7
<PAGE>

          after the delivery of the Royalty Report to which they relate.
          Licensor shall have the right, no more than twice per calendar year,
          to have an independent certified public accountant inspect all
          relevant books and records of Licensee on thirty (30) days' prior
          written notice and during regular business hours to verify the reports
          and payments required to be made hereunder. Such independent certified
          public accountant shall be selected by Licensor. The auditor shall
          enter into an appropriate nondisclosure agreement with Licensee, and
          shall disclose no more information than is reasonably necessary to
          determine the payments owed hereunder. Should an underpayment in
          excess of five percent (5%) be discovered, Licensee shall reimburse
          Licensor for the cost of the audit. In any event, Licensee shall
          promptly pay any underpayment together with interest at the compounded
          annual rate quoted by Citibank N.A. in New York City or its reference
          rate on the last day of each month during the period of the
          delinquency.

5.   Confidentiality. The terms of this Agreement (and the royalty reports and
     data contained therein) as well as any audit data provided per Section 4
     are confidential information of Licensee except (i) if such information is
     generally available to the public through no action of Licensor, (ii) to
     the extent necessary to comply with any Court order, law, rule or
     regulation of any federal or state agency or administrative body (including
     the Securities and Exchange Commission and the U.S. securities laws based
     on the advice of counsel) or contractual obligation of any party's
     insurance carrier. If necessary, Licensor may utilize this confidential
     information in litigation against Licensee relating to royalty payments
     under this agreement; however, the information must remain confidential
     (E.G., under the provisions of a suitable protective order and/or filing
     under seal).

6.   SEC Filings and Press Releases. Licensee understands that following the
     Effective Date, Licensor will be required to file a Form 8-K with the SEC
     that will include as an exhibit this Agreement (with exhibits) as well as
     issue a press release. Licensee further understands that Licensor will be
     required to disclose in certain of its SEC filings and press releases,
     among other things set forth in this Agreement, the amount of royalty
     revenue received from Licensee pursuant to this Agreement in an aggregated
     form that does not reveal royalty revenues specifically attributable to
     Licensee hereunder unless otherwise required by the U.S. securities laws
     based on the advice of counsel. In addition, Licensor will not disclose in
     its SEC filings or press releases any other data contained in the monthly
     or semi-annual reports or audit data referenced in Section 4 above unless
     otherwise required by the U.S. securities laws based on the advice of
     counsel .

7.   Term and Termination.

     7.1  This Agreement will commence on the Effective Date and will remain in
          force and effect until the Expiration Date unless earlier terminated
          or in the event the Licensed Patent is found to be invalid by a final
          non-appealable order of a court of competent jurisdiction. Other than
          as provided for in Section 7.2, the parties hereto may terminate this
          Agreement only by mutual written agreement.

     7.2  In the event a party to this Agreement breaches any provision hereof
          and fails to cure such breach within forty-five (45) days of receipt
          of written notice thereof, the other party hereto may terminate the
          Agreement upon written notice to the other party hereto.

     7.3  If Licensee fails to make royalty payments hereunder and fails to
          remedy such breach in accordance with Section 7.2, all royalty
          payments subsequent to said breach and all remedial

                                        8
<PAGE>

          payments for outstanding payments shall be calculated at a royalty
          rate of three percent (3%) instead of the two percent (2%) royalty
          rate set forth in Section 4.2.

     7.4  Termination of this Agreement by mutual written agreement of the
          parties hereto shall not, unless otherwise agreed by the parties, have
          the effect of terminating, revoking or withdrawing rights and
          obligations set forth herein with respect to matters after the
          Effective Date and up through and including the effective date of
          termination hereunder. Notwithstanding the foregoing, the termination
          of this Agreement for any reason other than by mutual agreement of the
          parties hereto, shall not terminate the license granted hereunder for
          any Licensed Product sold prior to the termination date but only if
          the applicable royalty due hereunder with respect to such product is
          paid by licensee

8. Release.

          Licensor on behalf of itself and its respective Subsidiaries,
          successors and assigns hereby irrevocably releases Licensee and its
          Subsidiaries (but only as to sales of Licensed Products to, from, or
          on behalf of Licensee) officers, directors, employees,
          representatives, agents, successors and assigns, customers, and
          suppliers, including any suppliers and customers in the chain of
          possession of Licensed Products, from any and all causes of action,
          known or unknown, in any way related to the acts, omissions,
          transactions, and occurrences related to a claim of infringement of
          the Licensed Patent, with respect to any MSCC Midspan Product
          manufactured, used, leased, sold, offered for sale, imported, or
          otherwise transferred by Licensee before the Effective Date of this
          Agreement.

9. Miscellaneous.

     9.1  If any provision of this Agreement is held to be illegal, invalid or
          unenforceable under any present or future law, and if the rights or
          obligations of any party hereto under this Agreement will not be
          materially and adversely affected thereby, (i) such provision will be
          fully severable, (ii) this Agreement will be construed and enforced as
          if such illegal, invalid or unenforceable provision had never
          comprised a part hereof and (iii) the remaining provisions of this
          Agreement will remain in full force and effect and will not be
          affected by the illegal, invalid or unenforceable provision or by its
          severance herefrom.

     9.2  Any and all notices, consents, or demands permitted or required to be
          made or given under this Agreement shall be in writing, signed by the
          individual giving such notice, consent, or demand and shall be
          delivered personally or sent by registered or certified mail, return
          receipt requested, to the other party at its address set forth below:


           To Licensor:       Network-1 Security Solutions, Inc.
                              445 Park Avenue, Suite 1028
                              New York, NY 10022

                              Attention: Corey M. Horowitz, Chairman and CEO
                              Telephone: (212) 829-5770
                              Facsimile: (212) 829-5771

           With a copy to:    Clifford Chance US LLP
                              31 West 52nd Street
                              New York, NY 10019-6131

                                        9
<PAGE>

                              Attention: Victor Siber
                              Telephone: (212) 878-8429
                              Facsimile: (212) 878-8375


           To Licensee:       Microsemi Corporation, 2381 Morse Avenue,
                              Irvine, CA 92614
                              Attention: Legal Department

           With a copy to:    O'Melveny & Meyers, LLP
                              2765 Sand Hill Road
                              Menlo Park, CA 94025

                              Attention:   Will Chuang
                              Telephone: (650) 473-2600
                              Facsimile:  (650) 473-2601





     9.3  This Agreement may not be assigned by either party without the express
          prior written consent of the other party, except in connection with a
          merger, acquisition, reorganization or sale of all or substantially
          all of such party's assets or equity. This Agreement is binding upon
          and inures to the benefit of the parties hereto, and their permitted
          assigns.

     9.4  This Agreement constitutes the entire agreement between the parties to
          this Agreement with respect to the subject matter hereof and
          supersedes all previous and contemporaneous negotiations, commitments
          and agreements, both written and oral, between the parties with
          respect to such subject matter. For avoidance of doubt, the Settlement
          Agreement, as supplemented by the Amendment, shall remain in full
          effect in accordance with its terms. Nothing expressed or implied in
          this Agreement is intended or shall be construed to confer upon or
          give to any Person, other than the parties to this Agreement and their
          respective successors and permitted assigns, any rights or remedies
          under or by reason of this Agreement.

     9.5  This Agreement may be executed in separate counterparts, each of which
          shall be considered an original but all of which will constitute one
          agreement.

     9.6  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
          THE LAWS OF THE STATE OF NEW YORK. LICENSOR AND LICENSEE HEREBY
          IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES
          DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF
          THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF
          ANY ACTION, SUIT OR PROCEEDING BROUGHT

                                       10
<PAGE>

          BY LICENSOR OR LICENSEE TO ENFORCE THIS AGREEMENT, AND AGREES THAT ANY
          SUCH ACTION, SUIT OR PROCEEDING BROUGHT BY A PARTY TO THIS AGREEMENT
          SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON
          FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN);
          PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE
          PURPOSE REFERRED TO IN THIS SECTION 8.6 AND SHALL NOT BE DEEMED TO BE
          A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE
          STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE AND SHALL NOT APPLY WITH
          RESPECT TO, OR BE DEEMED TO INDICATE THE INTENT OF ANY PARTY HERETO
          WITH RESPECT TO, ANY ACTION BROUGHT BY OR AGAINST ANY PERSON(S) EACH
          OF WHOM IS NOT A PARTY TO THIS AGREEMENT. Any and all process may be
          served in any action, suit or proceeding arising in connection with
          this Agreement by complying with the provisions of Section 8.2. Such
          service of process shall have the same effect as if the party being
          served were a resident in the State of New York and had been lawfully
          served with such process in such jurisdiction. The parties hereby
          waive all claims of error by reason of such service. Nothing herein
          shall affect the right of any party to service process in any other
          manner permitted by law or to commence legal proceedings or otherwise
          proceed against the other in any other jurisdiction to enforce
          judgments or rulings of the aforementioned courts.


                                       11
<PAGE>

IN WITNESS WHEREOF, each of the parties has caused two original copies of this
Agreement to be executed on its behalf by its duly authorized officer as of the
Effective Date.


                                      NETWORK-1  SECURITY SOLUTIONS, INC.


                                      By:
                                          --------------------------
                                          Corey M. Horowitz
                                          Chairman and Chief Executive Officer



                                      MICROSEMI CORPORATION


                                      By:
                                          --------------------------
                                          Ralph Brandi
                                          Chief Operating Officer


<PAGE>

                                    EXHIBIT A

                           POWERDSINE MIDSPAN PRODUCTS

---------------------------- ---------------------------------------------------
PRODUCT/PRODUCT FAMILY       DESCRIPTION
---------------------------- ---------------------------------------------------

---------------------------- ---------------------------------------------------
PD6000G
---------------------------- ---------------------------------------------------
PD7000G
---------------------------- ---------------------------------------------------
PD8000G
---------------------------- ---------------------------------------------------
PD9000G
---------------------------- ---------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       A-1
<PAGE>

                                    EXHIBIT B

                                 ROYALTY REPORT

     The undersigned official of Licensee is providing the following information
to Network-1 pursuant to that License Agreement dated [o] entered into between
Network-1 and Licensee. All capitalized terms used in this Report have the
definitions ascribed to them in the Agreement. This Report reflects the
Royalties payable by Licensee for the month [semi-annual] period ending
_______________________.

<TABLE><CAPTION>
------------------------- ------------ -------------------------- --------- --------------------------------------------------
<S>                        <C>          <C>                       <C>                   <C>
  LICENSED PRODUCT MODEL   UNITS SOLD   SELLING PRICE CHARGED TO   RETURNS              CALCULATION OF ROYALTIES
 NO., NAME & DESCRIPTION                     UNRELATED BUYER
------------------------- ------------ -------------------------- --------- ---------------------- --------------- -----------
                                                                             Net Selling Price       Royalty %     Amount of
                                                                                                                    Royalty
------------------------- ------------ -------------------------- --------- ---------------------- --------------- -----------

------------------------- ------------ -------------------------- --------- ---------------------- --------------- -----------
                                                                            Due & Payable          Total Royalties
                                                                                                   $______________________
</TABLE>

The undersigned hereby certifies the foregoing an accurate and complete record
of all royalties due and payable by Licensee for the period ___________.



Signature:      _______________________________________                Date:
Name:           _______________________________________
Title:          _______________________________________




                                       A-2