Edgar Filing: NETWORK 1 SECURITY SOLUTIONS INC

NETWORK-1 SECURITY SOLUTIONS, INC.

Filed Pursuant to Rule 424 (b) (3)
Registration No. 333-126013

PROSPECTUS SUPPLEMENT NO. 10
(To Prospectus dated December 22, 2005)

The following information amends and restates the "Selling Stockholders"
table contained in the Prospectus dated December 22, 2005, as supplemented (the
"Prospectus") relating to the resale from time to time of up to 15,786,256
shares of our common stock by certain persons ("Selling Stockholders"). All
capitalized terms used herein which are not otherwise defined have the meaning
ascribed to them in the Prospectus. The "Selling Stockholders" table is being
amended primarily to reflect the exercise of warrants to purchase 1,352,152
shares of common stock and the resale of 760,814 of such shares and the
expiration of certain outstanding warrants. Accordingly, all references in the
Prospectus to the number of shares offered for resale by the Selling
Stockholders shall be amended to 15,786,256 shares of our common stock. In
addition, certain information in the Selling Stockholders table has changed
since the effective date of the Registration Statement underlying the
Prospectus.

This prospectus supplement should be read in conjunction with the Prospectus and
the prior prospectus supplements, and may not be delivered or utilized without
the Prospectus and the prior prospectus supplements. This prospectus supplement
is qualified by reference to the Prospectus, except to the extent that the
information provided by this prospectus supplement supersedes the information
contained in the Prospectus.

The securities offered by the Prospectus involve a high degree of risk. You
should carefully consider the "Risk Factors" referenced on page 7 of the
Prospectus in determining whether to purchase the common stock.

The date of this prospectus supplement is July 21, 2006.

SELLING STOCKHOLDERS

The following table sets forth information, as of July 21, 2006, with
respect to the common stock beneficially owned by each selling stockholder. The
selling stockholders are not obligated to sell any of the shares offered by this
prospectus. The number of shares sold by each selling stockholder may depend on
a number of factors, such as the market price of our common stock.

We are registering 15,835,170 shares of our common stock for resale by the
selling stockholders. We agreed to file a registration statement under the
Securities Act of 1933, as amended (the "Securities Act") with the Securities
and Exchange Commission, of which this prospectus is a part, with respect to the
resale of:

o 2,685,000 shares of our common stock and 2,063,750 shares of our common
stock issuable upon exercise of warrants issued in our private offering
completed in December 2004 and January 2005;

o 9,048,017 additional shares of our common stock issued to certain of our
stockholders; and

o 1,989,489 shares of our common stock issuable upon exercise of certain
other outstanding warrants and options, all as disclosed in the table
below.

The number of shares of our common stock shown in the following table as
being offered by the selling stockholders do not include such presently
indeterminate number of additional shares of our common stock that may be
issuable as a result of stock splits, stock dividends and similar transactions.
Pursuant to Rule 416 under the Securities Act, however, such shares are included
in the Registration Statement of which this prospectus is a part.

The selling stockholders may sell any or all of their shares listed below
from time to time. Accordingly, we cannot estimate how many shares the selling
stockholders will own upon consummation of any such sales. Also, the selling
stockholders may have sold, transferred or otherwise disposed of all or a
portion of their shares since the date on which the information was provided in
transactions exempt from the registration requirements of the Securities Act.

Of the selling stockholders listed in the table below, Singer Opportunity
Fund, L.P., Singer Fund, L.P., Hilary Bergman, Steven Goldfarb, Patrick McBrien,
Scott Zelnick and Steven Heineman are believed by us to be affiliates of
broker-dealers, who purchased the shares in the ordinary course of business and
at the time of the purchase of the securities to be resold, such selling
stockholders did not have any agreements or understandings, directly or
indirectly, with any person to distribute the securities.

None of the selling stockholders has had a material relationship
with us within the past three years other than as a result of the ownership of
our securities except: (i) Corey M. Horowitz is our Chairman and Chief Executive
Officer, (ii) Mr. Horowitz, Robert Graifman and Laurent Ohana serve as our
directors, and (iii) CHM Capital Management Corp., the sole shareholder,
director and officer of which is Mr. Horowitz, performed consulting services for
us prior to Mr. Horowitz becoming our Chairman and Chief Executive Officer in
December 2003.

NUMBER OF NUMBER OF PERCENTAGE OF
SHARES SHARES OUTSTANDING
BENEFICIALLY NUMBER OF BENEFICIALLY COMMON STOCK
OWNED PRIOR SHARES BEING OWNED AFTER AFTER
NAME TO OFFERING(1) OFFERED OFFERING(1)(2) OFFERING(1)
---- -------------- ------- -------------- -----------

Barry Rubenstein 3,743,251(3) 3,695,751 47,500 *

Irwin Lieber 2,048,338(4) 2,000,838 47,500 *

Barry Fingerhut 2,008,598(5) 2,008,598 0 0%

Seth Lieber 1,632,300(6) 1,632,300 0 0%

Jonathan Lieber 1,630,748(7) 1,630,748 0 0%

Wheatley Partners II, L.P. 1,280,207(8) 1,280,207 0 0%

Wheatley Partners, L.P. 194,280(9) 194,280 0 0%

Wheatley Foreign Partners, L.P. 16,868(9) 16,868 0 0%

Woodland Venture Fund 829,226(10) 829,226 0 0%

Seneca Ventures 619,983(10) 619,983 0 0%

Woodland Partners 309,316(10) 309,316 0 0%

Brookwood Partners, L.P. 294,810(10) 294,810 0 0%

Marilyn Rubenstein 1,049 1,049 0 0%

Corey M. Horowitz 8,884,226(11) 4,746,365 4,137,861 17.8%

CMH Capital Management Corp. 4,167,800(12) 4,167,800 0 0%

Donna Slavitt 67,471 67,471 0 0%

Logan Zev Horowitz 1999 Trust 30,000(13) 30,000 0 0%

Dylan Max Horowitz 1999 Trust 30,000(13) 30,000 0 0%

Corey M. Horowitz Custodian for
Zachary Jordon Horowitz 30,000(13) 30,000 0 0%

Horowitz Partners 2,291(14) 2,291 0 0%

FalconStor Software, Inc. 635,000(15) 635,000 0 0%

Emigrant Capital Corporation 1,312,500(16) 1,312,500 0 0%

Singer Opportunity Fund, L.P. 784,125(17) 625,625 158,500 *

Singer Fund, L.P. 282,355(18) 249,375 32,980 *

David M. Seldin 474,000(19) 455,000 19,000 *

Robert Graifman 287,200(20) 175,000 112,200 *

Gilbert S. Stein 175,000(21) 175,000 0 0%

John R. Hart 175,000(22) 175,000 0 0%

Granite Bridge Fund, L.P. 131,250(23) 131,250 0 0%

CGA Resources, LLC 87,500(24) 87,500 0 0%

Barry S. Friedberg 87,500(25) 87,500 0 0%

Dasa Sada, LLC 87,500(26) 87,500 0 0%

Steven Ackerman 87,500(27) 87,500 0 0%

Francis May 43,750(28) 43,750 0 0%

Matthew Balk 17,500(29) 17,500 0 0%

Kenneth L. Walters 17,500(30) 17,500 0 0%

Jeb Investment Ltd. 175,450(31) 166,250 9,200 *

Jeb Partners, L.P. 175,050(32) 166,250 8,800 *

Manchester Explorer Limited
Partnership 115,200(33) 105,000 10,200 *

Steven Heineman 258,041(34) 183,041 75,000 *

Brian Eng 112,500(35) 87,500 25,000 *

Brad Reifler 13,125(36) 13,125 0 0%

Steven Goldfarb 8,750(37) 8,750 0 0%

Hilary Bergman 13,125(38) 13,125 0 0%

Samuel Solomon 17,500(39) 17,500 0 0%

Jeffrey Finkle 105,000(40) 105,000 0 0%

Edward Sussi 35,000(41) 35,000 0 0%

Alan Friedman 35,000(42) 35,000 0 0%

Alan Weiner 43,750(43) 43,750 0 0%

Laurent Ohana 75,000(44) 100,000 0 0%

Sage Alliances Inc. 4,489(45) 4,489 0 0%

New Dimensions Trading, LTD 114,554(46) 114,554 0 0%

Eli Oxenhorn 45,409(47) 45,409 0 0%

Aaron Wolfson 38,000(48) 38,000 0 0%

Abraham Wolfson 19,000(49) 19,000 0 0%

Gerald Josephson 36,355(50) 36,355 0 0%

Gyenes and Co. 16,139(51) 7,707 8,432 *

Jeffrey Rubinstein 29,518(52) 29,518 0 0%

Sandler Co-Investment Partners, L.P. 24,665(53) 24,665 0 0%

Maurice Shamah 22,707(54) 22,707 0 0%

Gerald Reich 16,862(55) 16,862 0 0%

Patrick McBrien 12,267(56) 12,267 0 0%

Scott Zelnick 12,267(57) 12,267 0 0%

Levitan Family Charitable Trust 12,154(58) 12,153 0 0%

Abbey Oxenhorn 11,351(59) 11,351 0 0%

Seth Oxenhorn 11,351(60) 11,351 0 0%

MLPF&S as custodian FBO
Emanuel R. Pearlman, IRA 8,677(61) 4,098 4,579 *

Brad Zelnick 4,812(62) 4,812 0 0%

------------------
* Less than 1%

(1) Except as otherwise indicated, the address for each beneficial owner is
c/o Network-1 Security Solutions, Inc., 445 Park Avenue, Suite 1028, New
York, New York 10022.

(2) Unless otherwise indicated, the Company believes that all persons named
in the above table have sole voting and investment power with respect to
all shares of common stock beneficially owned by them. A person is
deemed to be the beneficial owner of securities that can be acquired by
such person within 60 days from the date hereof upon the

exercise of options, warrants or convertible securities. Each beneficial
owner's percentage ownership is determined by assuming that options,
warrants and convertible securities held by such person (but not those
held by any other person) and which are exercisable or convertible
within 60 days have been exercised and converted. Assumes a base of
19,049,725 shares of common stock outstanding.

(3) Includes (i) 1,280,207 shares of common stock held by Wheatley Partners
II, L.P., (ii) 194,280 shares of common stock held by Wheatley Partners,
L.P., (iii) 16,868 shares of common stock held by Wheatley Foreign
Partners, L.P., (iv) 150,012 shares of common stock held by Mr.
Rubenstein, (v) 47,500 shares of common stock subject to currently
exercisable stock options held by Mr. Rubenstein and (vi) 829,226,
619,983, 309,316, 294,810 and 1,049 shares of common stock held by
Woodland Venture Fund, Seneca Ventures, Woodland Partners, Brookwood
Partners, L.P. and Marilyn Rubenstein, respectively. Does not include
options to purchase 11,875 shares of common stock held by Mr. Rubenstein
which are not currently exercisable. The aforementioned beneficial
ownership by Mr. Rubenstein is based upon Amendment No. 6 to Schedule
13D jointly filed by Mr. Rubenstein and related parties with the
Securities and Exchange Commission on January 3, 2005 and Form 4s filed
by Mr. Rubenstein with the Securities and Exchange Commission on
December 21, 2004 and February 17, 2005. Barry Rubenstein is a general
partner of Wheatley Partners II, L.P. and a member of the general
partner of each of Wheatley Partners, L.P. and Wheatley Foreign
Partners, L.P. Barry Rubenstein and Woodland Services Corp. are the
general partners of Woodland Venture Fund and Seneca Ventures. Barry
Rubenstein is the President and sole director of Woodland Services Corp.
Marilyn Rubenstein is the wife of Barry Rubenstein. Mr. Rubenstein
disclaims beneficial ownership of the shares of common stock held by
Wheatley Partners II, L.P., Wheatley Partners, L.P. and Wheatley Foreign
Partners, L.P., except to the extent of his equity interest therein. The
address of Barry Rubenstein is 68 Wheatley Road, Brookville, New York
11545. The address of Wheatley Partners II, L.P. and Wheatley Partners,
L.P. is 60 Cuttermill Road, Great Neck, New York 11021. The address of
Wheatley Foreign Partners, L.P. is c/o Fiduciary Trust, One Capital
Place, Snedden Road, P.O. Box 162, Grand Cayman, British West Indies.
The address for Woodland Venture Fund, Seneca Ventures, Brookwood
Partners, L.P. and Woodland Partners is c/o Barry Rubenstein, 68
Wheatley Road, Brookville, New York 11545.

(4) Includes (i) 1,280,207 shares of common stock held by Wheatley Partners
II, L.P., (ii) 194,280 shares of common stock held by Wheatley Partners,
L.P., (iii) 16,868 shares of common stock held by Wheatley Foreign
Partners, L.P., (iv) 509,483 shares of common stock owned by Mr. Lieber,
and (v) 47,500 shares of common stock subject to currently exercisable
stock options owned by Mr. Lieber. Does not include options to purchase
11,875 shares of common stock owned by Mr. Lieber which are not
currently exercisable. The aforementioned beneficial ownership by Mr.
Lieber is based upon Amendment No. 6 to Schedule 13D jointly filed by
Mr. Lieber and related parties with Securities and Exchange Commission
on January 3, 2005 and Form 4s filed with the Securities and Exchange
Commission on December 21, 2004 and February 17, 2005. Mr. Lieber
disclaims beneficial ownership of the shares of common stock held by
Wheatley Partners II, L.P., Wheatley Partners, L.P. and Wheatley Foreign
Partners, L.P.,

except to the extent of his equity interest therein. The address of
Irwin Lieber is c/o Wheatley Partners, II, L.P., 80 Cuttermill Road,
Great Neck, New York 11021.

(5) Includes (i) 1,280,207 shares of common stock held by Wheatley Partners,
II, L.P., (ii) 194,280 shares of common stock held by Wheatley Partners,
L.P., (iii) 16,868 shares of common stock held by Wheatley Foreign
Partners, L.P., and (iv) 517,243 shares of common stock owned by Mr.
Fingerhut. Mr. Fingerhut disclaims beneficial ownership of the shares of
common stock held by Wheatley Partners II, L.P., Wheatley Partners, L.P.
and Wheatley Foreign Partners, L.P., except to the extent of his equity
interest therein. The address of Barry Fingerhut is c/o Wheatley
Partners, II, L.P., 80 Cuttermill Road, Great Neck, New York 11021.

(6) Includes (i) 1,280,207 shares of common stock held by Wheatley Partners,
II, L.P., (ii) 194,280 shares of common stock held by Wheatley Partners,
L.P., (iii) 16,868 shares of common stock held by Wheatley Foreign
Partners, L.P., and (iv)140,945 shares of common stock owned by Mr.
Lieber. Mr. Lieber disclaims beneficial ownership of the shares of
common stock held by Wheatley Partners II, L.P., Wheatley Partners, L.P.
and Wheatley Foreign Partners, L.P., except to the extent of his equity
interest therein. The address of Seth Lieber is c/o Wheatley Partners,
II, L.P., 80 Cuttermill Road, Great Neck, New York 11021.

(7) Includes (i) 1,280,207 shares of common stock held by Wheatley Partners,
II, L.P., (ii) 194,280 shares of common stock held by Wheatley Partners,
L.P., (iii) 16,868 shares of common stock held by Wheatley Foreign
Partners, L.P., and (iv)139,393 shares of common stock owned by Mr.
Lieber. Mr. Lieber disclaims beneficial ownership of the shares of
common stock held by Wheatley Partners II, L.P., Wheatley Partners, L.P.
and Wheatley Foreign Partners, L.P., except to the extent of his equity
interest therein. The address of Jonathan Lieber is c/o Wheatley
Partners, II, L.P., 80 Cuttermill Road, Great Neck, New York 11021.

(8) Barry Rubenstein, Irwin Lieber, Barry Fingerhut, Seth Lieber and
Jonathan Lieber, by virtue of each being a general partner of Wheatley
Partners II, L.P., may be deemed to have shared power to vote and
dispose of the shares of common stock owned by Wheatley Partners II,
L.P. Wheatley Partners II, L.P.'s business address is 80 Cuttermill
Road, Great Neck, New York 11021.

(9) Barry Rubenstein, Irwin Lieber, Barry Fingerhut, Seth Lieber and
Jonathan Lieber by virtue of being a member and officer of Wheatley
Partners, LLC, the general partner of Wheatley Partners, L.P. and
Wheatley Foreign Partners, L.P., may be deemed to have shared power to
vote and to dispose of the shares of common stock owned by Wheatley
Partners, L.P. and Wheatley Foreign Partners, L.P.

(10) Barry Rubenstein, by virtue of being a General Partner of Woodland
Venture Fund, Seneca Ventures, Woodland Partners and Brookwood Partners
L.P., and Marilyn Rubenstein, by virtue of being an officer of Woodland
Services Corp. (a general partner of Woodland Venture Fund and Seneca
Ventures) and a general partner of Woodland Partners and Brookwood
Partners L.P., may be deemed to have shared power to vote and

dispose of the shares of common stock owned by Woodland Venture Fund,
Seneca Ventures, Woodland Partners and Brookwood Partners L.P.

(11) Includes (i) 418,803 shares of common stock held by Mr. Horowitz, (ii)
4,137,861 shares of common stock subject to currently exercisable stock
options held by Mr. Horowitz, (iii) 2,867,800 shares of common stock
held by CMH Capital Management Corp. ("CMH"), (iv) 550,000 shares of
common stock subject to currently exercisable warrants held by CMH, (v)
750,000 shares of common stock subject to currently exercisable options
held by CMH, (vi) 67,471 shares of common stock owned by Donna Slavitt,
the wife of Mr. Horowitz, (vii) 90,000 shares of common stock held by
two trusts and a custodian account for the benefit of Mr. Horowitz's
three children and (viii) 2,291 shares of common stock held by Horowitz
Partners, a general partnership of which Mr. Horowitz is a partner. Does
not include options to purchase 210,625 shares of common stock which are
not currently exercisable. The address of CMH Capital Management Corp.
is 445 Park Avenue, New York, New York 10022.

(12) Includes (i) 2,867,800 shares of common stock, (ii) 550,000 shares of
common stock subject to currently exercisable warrants and (iii) 750,000
shares of common stock subject to currently exercisable options. Corey
M. Horowitz, by virtue of being the sole officer and shareholder of CMH
Capital Management Corp., has sole power to vote and dispose of the
shares of common stock owned by CMH.

(13) Gary Horowitz, by virtue of being the trustee of the Logan Zev Horowitz
1999 Trust and the Dylan Max Horowitz 1999 Trust, has sole power to vote
and dispose of the shares of common stock owned by each of the trusts.
Corey M. Horowitz, by virtue of being custodian for Zachary Jordan
Horowitz, has the sole power to vote and dispose of such shares.

(14) Corey M. Horowitz, Gary Horowitz, Cindy Horowitz and Syd Horowitz, by
virtue of being a general partner of Horowitz Partners, may each be
deemed to have shared power to vote and dispose of the shares owned by
Horowitz Partners.

(15) Includes 635,000 shares of common stock subject to currently exercisable
warrants. Reijane Huai, Lawrence S. Dolin, Steven Fischer, Steven L.
Block, Patrick Carney and Alan W. Kaufman, by virtue of being members of
the Board of Directors of FalconStor Software, Inc., may be deemed to
have shared power to vote and dispose of the securities. The address of
FalconStor Software, Inc. is 2 Huntington Quadrangle, Suite 2501,
Mellvile, New York 11747.

(16) Includes (i) 750,000 shares of common stock and (ii) 562,500 shares of
common stock subject to currently exercisable warrants. Howard
Millstein, by virtue of being an officer of New York Private Bank and
Trust Corporation and trustee of the Paul Milstein Revocable 1998 Trust,
both indirect owners of Emigrant Capital Corporation, may be deemed to
have sole power to vote and dispose of the securities owned by Emigrant
Capital Corporation. The address of Emigrant Capital Corporation is 6
East 43rd Street, New York, New York 10017.

(17) Includes (i) 516,000 shares of Common Stock and (ii) 268,125 shares of
Common Stock subject to currently exercisable warrants owned by Singer
Opportunity Fund, L.P. Eric Singer, by virtue of being managing member
of Singer Opportunity Fund, L.P. and Singer Fund Management, LLC, has
sole power to vote and dispose of the shares owned by Singer Opportunity
Fund, L.P. The address of Singer Opportunity Fund, L.P. is 650 Fifth
Avenue, New York, New York 10019.

(18) Includes (i) 175,480 shares of Common Stock and (ii) 106,875 shares of
Common Stock subject to currently exercisable warrants owned by Singer
Fund, L.P. Eric Singer, by virtue of being managing member of Singer
Fund, L.P. and Singer Fund Management, LLC, has sole power to vote and
dispose of the securities owned by Singer Fund, L.P. The address of
Singer Fund, L.P. is 650 Fifth Avenue, New York, New York 10019.

(19) Includes (i) 279,000 shares of common stock and (ii) 195,000 shares of
common stock subject to currently exercisable warrants.

(20) Includes (i) 154,777 shares of common stock and (ii) 75,000 shares of
common stock subject to currently exercisable warrants and (iii) 50,000
shares subject to currently exercisable stock options.

(21) Includes (i) 100,000 shares of common stock and (ii) 75,000 shares of
common stock subject to currently exercisable warrants.

(22) Includes (i) 100,000 shares of common stock and (ii) 75,000 shares of
common stock subject to currently exercisable warrants.

(23) Includes (i) 75,000 shares of common stock and (ii) 56,250 shares of
common stock subject to currently exercisable warrants. Clarke Adams, by
virtue of being managing partner of Granite Bridge Fund, L.P., may be
deemed to have sole power to vote and dispose of the securities owned by
Granite Bridge Fund, L.P.

(24) Includes (i) 50,000 shares of common stock and (ii) 37,500 shares of
common stock subject to currently exercisable warrants. Cass Gunther
Adelman, by virtue of being the sole member of CGA Resources, LLC, may
be deemed to have sole power to vote and dispose of the securities.

(25) Includes (i) 50,000 shares of common stock and (ii) 37,500 shares of
common stock subject to currently exercisable warrants.

(26) Includes (i) 50,000 shares of common stock and (ii) 37,500 shares of
common stock subject to currently exercisable warrants. Allysa Ackerman,
by virtue of being the sole member of Dasa Sada, LLC, may be deemed to
have sole power to vote and dispose of the securities.

(27) Includes (i) 50,000 shares of common stock and (ii) 37,500 shares of
common stock subject to currently exercisable warrants.

(28) Includes (i) 25,000 shares of common stock and (ii) 18,750 shares of
common stock subject to currently exercisable warrants.

(29) Includes (i) 10,000 shares of common stock and (ii) 7,500 shares of
common stock subject to currently exercisable warrants.

(30) Includes (i) 10,000 shares of common stock and (ii) 7,500 shares of
common stock subject to currently exercisable warrants.

(31) Includes (i) 104,200 shares of common stock and (ii) 71,250 shares of
common stock subject to currently exercisable warrants. James Bresser,
by virtue of being a partner of the investment advisor of Jeb Investment
Ltd., may be deemed to have sole power to vote and dispose of the
securities.

(32) Includes (i) 103,800 shares of common stock and (ii) 71,250 shares of
common stock subject to currently exercisable warrants. James Bresser,
by virtue of being an officer of the general partner of Jeb Partners,
L.P., may be deemed to have sole power to vote and dispose of the
securities.

(33) Includes (i) 70,200 shares of common stock and (ii) 45,000 shares of
common stock subject to currently exercisable warrants. James Bresser,
by virtue of being an officer of Manchester Explorer Limited
Partnership, may be deemed to have sole power to vote and dispose of the
securities.

(34) Includes (i) 183,041 shares of common stock and (ii) 75,000 shares of
common stock subject to currently exercisable warrants.

(35) Includes (i) 75,000 shares of common stock and (ii) 37,500 shares of
common stock subject to currently exercisable warrants.

(36) Includes (i) 7,500 shares of common stock and (ii) 5,625 shares of
common stock subject to currently exercisable warrants.

(37) Includes (i) 5,000 shares of common stock and (ii) 3,750 shares of
common stock subject to currently exercisable warrants.

(38) Includes (i) 7,500 shares of common stock and (ii) 5,625 shares of
common stock subject to currently exercisable warrants.

(39) Includes (i) 10,000 shares of common stock and (ii) 7,500 shares of
common stock subject to currently exercisable warrants.

(40) Includes (i) 60,000 shares of common stock and (ii) 45,000 shares of
common stock subject to currently exercisable warrants.

(41) Includes (i) 20,000 shares of common stock and (ii) 15,000 shares of
common stock subject to currently exercisable warrants.

(42) Includes (i) 20,000 shares of common stock and (ii) 15,000 shares of
common stock subject to currently exercisable warrants.

(43) Includes (i) 25,000 shares of common stock and (ii) 18,750 shares of
common stock subject to currently exercisable warrants.

(44) Includes 75,000 shares of common stock subject to currently exercisable
warrants and options and does not include 25,000 shares of common stock
subject to options which are not currently exercisable but which shares
are being registered for resale herein.

(45) Includes 4,489 shares of common stock subject to currently exercisable
warrants. John Redding, by virtue of being the principal of Sage
Alliances, Inc., may be deemed to have sole power to vote and dispose of
the securities.

(46) Includes 114.554 shares of common stock.

(47) Includes 45,409 shares of common stock.

(48) Includes 38,000 shares of common stock.

(49) Includes 19,000 shares of common stock.

(50) Includes 36,355 shares of common stock.

(51) Includes 16,139 shares of common stock.

(52) Includes 29,518 shares of common stock.

(53) Includes 24,665 shares of common stock.

(54) Includes 22,707 shares of common stock.

(55) Includes 16,862 shares of common stock.

(56) Includes 12,267 shares of common stock.

(57) Includes 12,267 shares of common stock.

(58) Includes 12,154 shares of common stock.

(59) Includes 11,351 shares of common stock.

(60) Includes 11,351 shares of common stock.

(61) Includes 8,677 shares of common stock.

(62) Includes 4,812 shares of common stock.