SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT

    


    This
Second Amendment (“Amendment”) to the Employment Agreement by and between NetSol
Technologies, Inc. (“Netsol” or the “Company”) and Naeem Ghauri (“Executive”),
dated January 1, 2007 (the “Employment Agreement”), and amended effective as of
January 1, 2008, is entered into effective January 1, 2010, other than the
specific amendments enumerated in the Amendment, all of the terms of the
Employment Agreement shall remain in the full force and effect, and shall not be
obviated or affected by this Amendment.

    


    In the
event of a conflict between the terms of this Amendment and the Employment
Agreement, the terms of this Amendment shall govern.  All capitalized
terms contained herein are, unless otherwise stated, as defined in the
Agreement.

    


    Now
therefore, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:

    


    Section
1.1 of the Employment Agreement is modified to read:

    


    1.1           The
Company hereby enters into this Agreement with Executive, and Executive hereby
accepts employment under the terms and conditions set forth in this Agreement
for a period of three years thereafter (the “Employment Period”); provided,
however, that the Employment Period may be terminated earlier as provided
herein.  The Employment Period shall be automatically extended for
additional three-year periods unless either party notifies the other in writing
six months before the end of the term to elect not to so extend the Employment
Period.

    


    Section
3.1 of the Employment Agreement is modified to read:

    


    3.1           The
Company shall pay Executive a base salary of Two Hundred Fifty Thousand Dollars
($250,000) per year (the "Base Salary"), payable in accordance with the Company
policy.  Such salary shall be pro rated for any partial year of
employment on the basis of a 365-day fiscal year.  Executive will be
eligible for bonuses from time to time as determined by the Board.

    


    Section
3.8 of the Amendment to the Employment Agreement is modified to
read:

    


    3.8           Executive
shall be granted 250,000 shares of common stock pursuant to the Company’s 2008
Equity Incentive Plan of which 25% shall vest following each 3 months of service
(commencing on January 1, 2010 with initial vesting occurring on March 31,
2010).

    


    Section
3.9 of the Amendment to the Employment Agreement shall be modified to
read:



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.9           Pursuant
to the power granted to the board to provide bonuses to the Executive in section
3.1 of this Agreement, the compensation committee has authorized the following
bonus structure.  The bonus structure contemplates a bonus being
awarded on the basis of a benchmark and accelerators.  A bonus of One
Hundred Thirty Three Thousand Dollars ($133,000) is payable upon achieving the
minimum bonus benchmark of: company-wide revenue of $30,000,000 for the fiscal
year 2009-2010; and, earnings per share of $0.05 (the “Minimum Bonus
Benchmark”).  An additional bonus may be earned if an “accelerator
goal” is achieved.  The bonus is accelerated to a total of Two Hundred
Thousand Dollars ($200,000) if revenue of $33,000,000 is attained together with
earnings per share of $0.10.

    


    A new
Section 3.10 is added to read:

    


    3.10  A
car allowance of $2,000 per month shall be granted to cover car
expenses.

    


    
      The
Amendment is agreed to on February 8, 2010, and shall become effective as of the
date first written above.

    

    


    
      
        
          
            
              
                	
                        Employee

                      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                        By:

                      	
                        /s/Naeem
      Ghauri

                      	 
      	 
      	 
      
	 
      	
                        Naeem
      Ghauri

                      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                        NetSol
      Technologies, Inc.

                      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                        By:

                      	
                        /s/Boo
      Ali Siddiqui

                      	 
      	
                        By:

                      	
                        /s/Patti
      L. W. McGlasson

                      
	 
      	
                        Boo
      Ali Siddiqui

                      	 
      	 
      	
                        Patti
      L. W. McGlasson

                      
	 
      	
                        Chief
      Financial Officer

                      	 
      	 
      	
                        Secretary

                      
	 
      	 
      	 
      	 
      	 
      
	
                        By:

                      	
                        /s/Mark
      Caton

                      	 
      	 
      	 
      
	 
      	
                        Mark
      Caton

                      	 
      	 
      	 
      
	 
      	
                        Chairman
      of Compensation

                      	 
      	 
      	 
      
	 
      	
                        Committee