EXHIBIT 14
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                                 CODE OF ETHICS
                                       OF
                        NETWORK-1 SECURITY SOLUTIONS, INC


                                 March 12, 2004


     Employment by Network-1 Security Solutions, Inc. (the "Company") carries
with it the duty and responsibility to be constantly aware of the importance of
ethical conduct when dealing with competitors, suppliers, customers and other
employees. Each of us, whether an employee, officer or director, has an
individual responsibility to deal ethically in all aspects of the Company's
business and to comply fully with all laws, regulations, and Company policies.
Each individual is expected to assume the responsibility for applying these
standards of ethical conduct and for acquainting himself or herself with the
various laws, regulations and policies applicable to his or her assigned duties.
This Code of Ethics is applicable not only to the conduct of each employee of
the Company, but also to the conduct of any associate or relative of such
employee in regard to the Company and to competitors, suppliers, customers and
employees of the Company. For the purposes of this Code of Ethics, a relative is
any person who is related by blood, marriage or adoption or whose relationship
with the employee is similar to that of persons who are related by blood,
marriage or adoption. For the purposes of this Code of Ethics, an associate of
an employee is (1) a corporation or other entity of which such employee is an
officer or partner, or is, directly or indirectly, the beneficial owner of 10
percent or more of any class of equity securities; and (2) any trust or other
estate in which such employee has a substantial beneficial interest or as to
which such employee serves as trustee or in a similar capacity. In complying
with the Company's Code of Ethics, you are expected to exercise high standards
of integrity and good judgment and to apply the following guiding principles:

     -    to conduct yourself in an honest manner in dealing with others and to
          accept responsibility for your actions, including actions that may be
          unethical or improper.

     -    to avoid conflicts of interest and to refrain from taking part or
          exercising influence in any transaction in which your personal
          interest may conflict with the best interests of the Company,
          including (i) taking for yourself personally opportunities that are
          discovered through the use of corporate property, information or
          position, (ii) using corporate property, information or position for
          personal gain, and (iii) competing with the Company. You owe a duty to
          the Company to advance the Company's legitimate interests when the
          opportunity to do so arises.

     -    never to induce or encourage co-employees to engage in illegal or
          unethical conduct.

     -    to protect the Company's assets and ensure their efficient use. Theft,
          carelessness and waste have a direct impact on the Company's
          profitability. All Company assets should be used for legitimate
          business purposes. The personal use of Company assets without proper
          approval is prohibited.
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     -    to exercise good judgment in the use of information you may acquire in
          the course of doing Company business including, but not limited to,
          methods of operation, sales, products, profits, costs, markets, key
          personnel, licenses, trade secrets and other know-how of the Company
          and to maintain the confidentiality of all such information (except
          when disclosure is authorized or legally mandated).

     -    to make commercial decisions that are in the best interests of the
          Company.

     -    to endeavor to deal fairly with the Company's customers, suppliers,
          competitors and employees by not taking advantage of anyone through
          manipulation, concealment, abuse of privileged information,
          misrepresentation of material facts, or any other unfair-dealing
          practice.

     -    to provide fair and equal opportunity to all employees regardless of
          race, color, sex, sexual orientation, religion, age, national origin,
          veteran's status or disability and to avoid harassment or unequal
          treatment of co-employees.

     -    to establish and maintain a work environment that is free from
          intimidation, threats or violent acts and the effects of alcohol and
          drug abuse.

     -    never to make a payment, contribution, gift or provide services or
          facilities to a public official on behalf of the Company. (You are
          free to contribute personal time or funds to any political candidate
          or party without expectation of reimbursement or time off from work to
          conduct political activities.)

     -    to comply with all laws, rules, regulations, policies and guidelines
          applicable to the operation of the Company.

     -    to fully and fairly disclose the financial condition and results of
          operations of the Company in accordance with applicable accounting
          principles, laws, rules and regulations, and in such connection, to
          keep the books and records of the Company so as to fully and fairly
          reflect all Company transactions.

     -    to provide full, fair, accurate, timely and understandable disclosure
          in reports and documents that the Company files with or submits to
          regulatory authorities, as well as in financial, stockholder and other
          internal or external reports, documentation or audits.

     -    to promptly report knowledge of any illegal or improper activity or
          violations of laws, rules, regulations or this Code of Ethics to the
          Chief Executive Officer of the Company, with the assurance that the
          Company will not allow retaliation for reports made in good faith.

     -    to implement necessary changes in programs, systems, practices or
          procedures to avoid future ethical problems.

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     Failure to comply with this Code of Ethics may result in disciplinary
action, including warnings, suspensions, termination of employment or such other
actions as may be appropriate under the circumstances.

     Any questions pertaining to the Code of Ethics are to be directed to the
Chief Executive Officer of the Company.





















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                                  CERTIFICATION
                                  -------------

     I hereby state that I have read the Network-1 Security Solutions, Inc. Code
of Ethics dated March 12, 2004 and that I understand my responsibilities
thereunder. I agree to abide by the Code of Ethics to the best of my ability. I
am not aware of any violation, or any possible violation, of the Code of Ethics
or any applicable law or regulation.





Signature:_______________________________   Date:_________________________, 2004



Name (please print):_____________________





















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