Exhibit 10.15


                        NETWORK-1 SOFTWARE & TECHNOLOGY, INC.
                                   909 Third Avenue
                               New York, New York 10022



                                        January 31, 1997


Mr. Robert Russo
Mr. William Hancock
c/o Network-1 Software & Technology, Inc.
909 Third Avenue
New York, New York 10022

                    Re:  Transfer of Shares

Dear Messrs. Russo and Hancock:

     This letter agreement sets forth the mutual agreements of Network-1 
Software & Technology, Inc. with each of Robert Russo ("Russo") and William 
Hancock  ("Hancock") with respect to the transfer and surrender to the 
Company by Russo of 63,000 shares of common stock, par value $.01 per share, 
of the Company (the "Common Stock") and by Hancock of 87,000 shares of Common 
Stock, on the terms and conditions set forth below.  Each of the parties 
hereto acknowledges that the transactions described herein are being entered 
into as a condition to the closing of the transactions contemplated under a 
certain Securities Purchase Agreement, dated as of even date herewith, by and 
among the Company and certain investors.

     Simultaneous with the execution of this letter agreement, Russo shall 
surrender, transfer and assign to the Company 63,000 shares of Common Stock 
and shall deliver to the Company certificates representing 63,000 shares of 
Common Stock.  Upon receipt of such stock certificates, the Company shall 
deliver to Russo a check in the amount of $630.00 as payment in full for such 
shares and shall cancel the shares so delivered.

     Simultaneous with the execution of this letter agreement, Hancock shall 
surrender, transfer and assign to the Company 87,000 shares of Common Stock 
and shall deliver to the Company certificates representing 87,000 shares of 
Common Stock.  Upon receipt of such stock certificates, the Company shall 
deliver to Hancock a check in the amount of $870.00 as payment in full for 
such shares and shall cancel the shares so delivered.

     If the foregoing accurately reflects our mutual agreement, please sign 
this letter agreement in the space indicated below.




                              NETWORK-1 SOFTWARE & TECHNOLOGY, INC.



                              By:  /s/ Robert Russo
                                  --------------------------------
                              Name:     Robert Russo
                              Title:    President

Accepted and Agreed as of the 
date first above-written:


 /s/ Robert Russo
- -------------------------------
Robert Russo



 /s/ William Hancock
- -------------------------------
William Hancock