Exhibit 10.10


                                        May 14, 1998

Robert Russo, President
Network-1 Software & Technology, Inc.
909 Third Avenue, Ninth Floor
New York, New York 10022

Dear Bob:

          This letter shall serve to amend paragraph 3 of our letter 
agreement, dated January 15, 1997, between Network-1 Software & Technology, 
Inc. ("Network-1") and CMH Capital Management Corp. ("CMH") (the "CMH January 
1997 Letter Agreement"), a copy which is attached hereto, to provide as 
follows:

          "3.  In addition, at any time between the date hereof and January 
15, 2001, if Network-1 shall complete a merger or sale of substantially all 
of its assets (a "Transaction"), then CMH shall be entitled to a cash fee 
equal to 3% of the Transaction Value.  "Transaction Value" shall mean the 
total proceeds and other consideration paid or received or to be paid or 
received in connection with a Transaction, including, without limitation: (i) 
cash; (ii) notes, securities and other property; (iii) liabilities, including 
all debt, pension liabilities, guarantees and capitalized leases directly or 
indirectly assumed, acquired, refinanced or extinguished and (iv) payments 
made in installments.  For purposes of computing any fees payable to CMH 
hereunder, non-cash consideration shall be valued as follows: (x) publicly 
traded securities shall be valued at the average of their closing prices (as 
reported in The Wall Street Journal) for the five trading day period 
immediately preceding the closing of the Transaction and (y) any other 
non-cash consideration shall be valued at the fair market value thereof as 
determined in good faith by the Company and CMH."


     You understand that Applewood Associates, L.P. ("Applewood") will be 
working with CMH to provide financial advisory services to Network-1 
including, but not limited to, advice related to strategic business 
relationships including potential mergers and acquisitions, structuring 
securities offerings and other financings, assisting in updating Network-1's 
business plan, and general advice related to Network-1 and its products.  CMH 
agrees to immediately advise Applewood of any contacts with respect to a 
proposed Transaction, and CMH agrees to work together with Applewood in all 
respects with respect to a Transaction.  CMH further agrees that in the event 
it is due a fee from Network-1 pursuant to paragraph 3 of the CMH January 
1997 Letter Agreement, as amended above, CMH agrees to share a portion of its 
fee with Applewood as follows:  1/3 of the CMH fee or 1% of the Transaction 
Value shall be paid to Applewood if Network-1 enters into a definitive 
agreement with respect to a Transaction within one year from the date hereof 
and 1/2 of the CMH fee or 1.5% of the Transaction Value if Network-1 enters 
into a definitive agreement with respect to a Transaction after one (1) year 
from the date hereof.

 




     All other terms and provisions of the January 1997 Letter Agreement 
shall remain in full force and effect. If the foregoing currently sets forth 
our agreement, please sign a copy of this letter at the appropriate space 
provided below.


                                   CMH Capital Management Corp.



                                   By: /s/ Corey Horowitz
                                      ------------------------------
                                        Corey Horowitz, President


Agreed and Accepted:

Network-1 Software & Technology, Inc.

By: /s/ Robert Russo
   -------------------------------------
     Robert Russo, President


Applewood Associates, L.P.

By: /s/ Irwin Lieber
   -------------------------------------