EMPLOYMENT
      AGREEMENT




This
      EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January
      1,
      2007 (the "Effective Date"), by and between NetSol Technologies, Inc., a Nevada
      corporation (the "Company") and Naeem Ghauri, an individual ("Executive").





BACKGROUND





A.  The
      Company desires assurance of the association and services of Executive in order
      to retain Executive's experience, skills, abilities, background and knowledge,
      and is willing to engage Executive's services on the terms and conditions set
      forth in this Agreement.





B.  Executive
      desires to be in the employ of the Company, and is willing to accept such
      employment on the terms and conditions set forth in this Agreement.





AGREEMENT





In
      consideration of the foregoing recitals and the mutual promises and covenants
      herein contained, and for other good and valuable consideration, the parties,
      intending to be legally bound, agree as follows:





1.  EMPLOYMENT.





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 pursuant as
      provided herein. The Employment Period shall be automatically extended for
      additional one-year periods unless either party notifies the other in writing
      six months before the end of the anniversary year to elect not to so extend
      the
      Employment Period.





1.2  Executive
      shall serve as President, Europe Region and Head of Global Products Group
      (“Officer”) of the Company.





1.3  Executive
      shall perform all services, acts or things necessary or advisable to manage
      and
      conduct the business of the Company and which are normally associated with
      the
      position of Officer and consistent with the bylaws of the Company.





1.4  The
      employment relationship between the parties shall be governed by the policies
      and practices established by the Company, except that when the terms of this
      Agreement differ from or are in conflict with the Company's policies or
      practices, this Agreement shall control.





1.5  Unless
      the parties otherwise agree in writing, during the term of this Agreement,
      Executive shall perform the services he is required to perform pursuant to
      this
      Agreement at the Company's offices, located at its present or future locations
      in the United States; provided, further, that the Company may from time to
      time
      require Executive to travel temporarily to other locations in connection with
      the Company's business and in accordance with the Company's standard policies
      regarding travel for executive and senior management employees.





2.  LOYAL
      AND
      CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.





2.1  During
      the Employment Period, Executive shall devote substantially all his business
      energies, interest, abilities and productive time to the proper and efficient
      performance of his duties under this Agreement. The foregoing shall not preclude
      Executive from engaging in civic, charitable or religious activities, or from
      serving on boards of directors of companies or organizations which will not
      present any direct conflict with the interest of the Company or affect the
      performance of Executive's duties hereunder.









2.2  Except
      with the prior written consent of the Company's Board of Directors (“Board”),
      Executive will comply with all the restrictions set forth below at all times
      during his employment and for a period of eighteen months after the termination
      of his employment:





2.2.1
      Executive will not, either individually or in conjunction with any person,
      as
      principal, agent, director, officer, employee or in any other manner whatsoever,
      directly or indirectly engage in or become financially interested in any
      competitive business within North America, except as a passive investor holding
      not more than one percent of the publicly traded stock of a corporation in
      which
      Executive is not involved in management;




2.2.2
      Executive will not, either directly or indirectly, on his own behalf of on
      behalf of others, solicit, divert or appropriate or attempt to solicit, divert
      or appropriate to any competitive business, any business or actively sought
      prospective business of the Company or any customers with whom the Company
      or
      any affiliate of the Company has current agreements relating to the business
      of
      the Company, or with whom Executive has dealt, or with whom Executive has
      supervised negotiations or business relations, or about whom Executive has
      acquired confidential information in the course of Executive's
      employment;




2.2.3
      Executive will not, either directly or indirectly, on Executive's behalf or
      on
      behalf of others, solicit, divert or hire away, or attempt to solicit, divert,
      or hire away, any independent contractor or any person employed by the Company
      or any affiliate of the Company or persuade or attempt to persuade any such
      individual to terminate his or her employment with the Company;
      and,




2.2.4
      Executive will not directly or indirectly impair or seek to impair the
      reputation of the Company or any affiliate of the Company, nor any relationship
      that the Company or any affiliate of the Company has with its employees,
      customers, suppliers, agents or other parties with which the Company or any
      other affiliate of the Company does business or has contractual relation; and,




2.2.5
      Executive will not receive or accept for his own benefit, either directly or
      indirectly, any commission, rebate, discount, gratuity or profit from any person
      having or proposing to have one or more business transactions with the Company
      or any affiliate of the Company, without the prior approval of the Board, which
      may be withheld; and,




2.2.6
      Executive will, during the term of this employment with the Company, communicate
      and channel to the Company all knowledge, business and customer contacts and
      any
      other information that could concern or be in any way beneficial to the business
      of the Company. Any such information communicated to the Company as aforesaid
      will be and remain the property of the Company notwithstanding any subsequent
      termination of Executive's employment.





3.  COMPENSATION
      OF EXECUTIVE.





3.1  The
      Company shall pay Executive a base salary of Two Hundred Twenty-Five Thousand
      Dollars ($225,000) per year (the "Base Salary"), payable in accordance with
      the
      Company policy. Executive shall receive a monthly car allowance of Two Thousand
      Dollars ($2,000). 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.





3.2  Executive's
      Base Salary and other compensation may be changed from time to time by mutual
      agreement of Executive and the Board.





3.3  All
      of
      Executive's compensation shall be subject to customary withholding taxes and
      any
      other employment taxes applicable to Executive’s jurisdiction of employment as
      are commonly required to be collected or withheld by the Company.









3.4  During
      the Employment Period, the Company agrees to reimburse Executive for all
      reasonable and necessary business expenses subject to the Company's standard
      requirements with respect to reporting and documentation of such expenses.





3.5  Executive
      shall, in accordance with the Company policy and the terms of the applicable
      plan documents, be eligible to participate in benefits under any Executive
      benefit plan or arrangement which may be in effect from time to time and made
      available to its executive or key management employees, including, as
      applicable, health and disability insurance, dental insurance, and participation
      in Employer’s 401(k) plan. The Company may modify or cancel its benefit plan(s)
      as it deems necessary.





3.6  Executive
      shall cooperate with the Company and its insurers as reasonably required for
      the
      Company to acquire and keep in force key-man life insurance on
      Executive.





3.7  The
      Company and Executive shall enter into an Indemnity Agreement to provide
      indemnification of and the advancing of expenses to Executive to the fullest
      extent (whether partial or complete) permitted by law, and, to the extent the
      Company maintains insurance, for the coverage of Executive under the Company’s
      directors’ and officers’ liability insurance policies.





4.  TERMINATION.





4.1  Termination
      by the Company. Executive's employment with the Company may be terminated under
      the following conditions:





4.1.1  Death
      or
      Disability. Executive's employment with the Company shall terminate effective
      upon the date of Executive's death or "Complete Disability" (as defined in
      Section 4.5.1).




4.1.2  For
      Cause. The Company may terminate Executive's employment under this Agreement
      for
      "Cause" (as defined in Section 4.5.3) by delivery of written notice to Executive
      specifying the cause or causes relied upon for such termination. Any notice
      of
      termination given pursuant to this Section 4.1.2 shall effect termination as
      of
      the date specified in such notice or, in the event no such date is specified,
      on
      the last day of the month in which such notice is delivered or deemed delivered
      as provided in Section 8 below.




4.1.3  Without
      Cause. The Company may terminate Executive's employment under this Agreement
      at
      any time and for any reason by delivery of written notice of such termination
      to
      Executive. Any notice of termination given pursuant to this Section 4.1.3 shall
      effect termination as of the date specified in such notice (which shall be
      no
      earlier than 30 days after such notice is given) or, in the event no such date
      is specified, on the last day of the month following the month in which such
      notice is delivered or deemed delivered as provided in Section 8
      below




4.2  Termination
      By Executive. Executive may terminate his employment with the Company for "Good
      Reason" (as defined below in Section 4.5.2) by (i) delivery of written notice
      to
      the Company specifying the "Good Reason" relied upon by Executive for such
      termination, provided that such notice is delivered within six (6) months
      following the occurrence of any event or events constituting Good Reason, or
      (ii) at any time during the Employment Period without Good Reason.





4.3  Termination
      by Mutual Agreement of the Parties. Executive's employment pursuant to this
      Agreement may be terminated at any time upon a mutual agreement in writing
      of
      the parties. Any such termination of employment shall have the consequences
      specified in such agreement.





4.4  Compensation
      Upon Termination.





4.4.1  Death
      or
      Complete Disability. If Executive's employment shall be terminated by death
      or
      Complete Disability as provided in Section 4.4.1, the Company shall (i) pay
      Executive his accrued Base Salary and accrued and unused vacation benefits
      earned through the date of termination at the rate in effect at the time of
      termination, and (ii) continue Executive's annual Base Salary, in effect at
      the
      time of termination, for a period of two (2) months after the termination date,
      in both cases subject to standard deductions and withholding, and the Company
      shall thereafter have no further obligations to Executive under this
      Agreement.









4.4.2  Cause
      or
      Without Good Reason. If Executive's employment shall be terminated by the
      Company for Cause, or if Executive terminates employment hereunder without
      Good
      Reason, the Company shall pay Executive his accrued Base Salary and accrued
      and
      unused vacation benefits earned through the date of termination at the rate
      in
      effect at the time of the notice of termination, and the Company shall
      thereafter have no further obligations to Executive under this
      Agreement.




4.4.3  Without
      Cause or Good Reason. If Executive shall terminate Executive's employment with
      the Company for Good Reason or the Company shall terminate Executive's
      employment without Cause, or in the event Executive is terminated for any reason
      following a Change in Control, Executive shall be entitled to the
      following:





(i)  Executive's
      Base Salary, and accrued and unused vacation earned through the date of
      termination;




(ii)  Continuation
      of Executive's annual Base Salary, in effect at the time of termination, for
      a
      period of thirty-six (36) months after the termination date subject to standard
      deductions and withholding;




(iii)  Continuation
      of Executive's medical, disability and other benefits for a period of thirty
      six
      (36) months after the termination date, as if Executive had continued in
      employment during said period, or in lieu thereof, cash (including a
      tax-equivalency payment for Federal, state and local income and payroll taxes
      assuming Executive is in the maximum tax bracket for all such purposes) where
      such benefits may not be continued (or where such continuation would adversely
      affect the tax status of the plan pursuant to which the benefit is being
      provided) under applicable law or regulation;




(iv)  100%
      vesting of all of Executive's Options, all other options granted to Executive
      and all restricted stock received upon early exercise; and,




(v)  in
      the
      event such termination occurs after a Change in Control, the Company shall
      pay
      Executive (a) a one-time payment equal to the product of 2.99 and Executive’s
      salary for the previous twelve (12) months and (b) a one-time payment equal
      to
      the higher of (i) Executive’s bonus for the previous year and (ii) one percent
      of the Company’s consolidated gross revenues for the previous twelve (12)
      months; and, at the election of the Executive, (c) a one-time cash payment
      equal
      to the cash value of all shares eligible for exercise upon the exercise of
      Executive’s Options then currently outstanding and exercisable as if they had
      been exercised in full (the “Change of Control Termination Payment”). In the
      event Executive elects to receive the cash value of the shares underlying
      Executive’s options, he shall so notify the Company of his intent.





4.5  Definitions.
      As used herein, the following terms shall have the following
      meanings:





4.5.1  Complete
      Disability. "Complete Disability" shall mean the inability of Executive to
      perform Executive's duties under this Agreement because Executive has become
      permanently disabled within the meaning of any policy of disability income
      insurance covering employees of the Company then in force. In the event the
      Company has no policy of disability income insurance covering employees of
      the
      Company in force when Executive becomes disabled, the term "Complete Disability"
      shall mean the inability of Executive to perform Executive's duties under this
      Agreement by reason of any incapacity, physical or mental, which the Board,
      based upon medical advice or an opinion provided by a licensed physician
      acceptable to the Board, determines to have incapacitated Executive from
      satisfactorily performing all of Executive's usual services for the Company
      for
      a period of at least 120 days. Based upon such medical advice or opinion, the
      determination of the Board shall be final and binding and the date such
      determination is made shall be the date of such Complete Disability for purposes
      of this Agreement.









4.5.2  Good
      Reason. "Good Reason" shall be limited to the occurrence of any of the following
      events:





(i)  If
      the
      Company is in material breach of any provision of this Agreement;
      or




(ii)  If
      the
      Company asks Executive to perform any act which is illegal, including commission
      of any crime involving moral turpitude; or,




(iii)  If
      there
      shall be a material diminution in Executive's position, status, offices,
      authority, duties or responsibilities as set forth in the Agreement;
      or




(iv)  If
      there
      shall be a relocation or transfer of Executive's office to a location of more
      than 30 miles from Calabasas, California.





4.5.3  For
      Cause. "For Cause" shall be limited to the occurrence of any of the following
      events:




(i)  Executive's
      engaging or in any manner participating in any activity which is directly
      competitive with or intentionally injurious to the Company or which violates
      any
      material provision of Section 6 hereof; or the use of alcohol or illegal drugs,
      materially interfering with the performance of Executive's obligations under
      this Agreement, continuing after written warning;




(ii)  Executive's
      commission of any fraud against the Company or use or intentional appropriation
      for his personal use or benefit of any material funds or properties of the
      Company not authorized by the Board to be so used or appropriated;




(iii)  Executive's
      conviction of any crime involving moral turpitude; or




(iv)  Executive's
      failure or refusal to materially perform his duties and responsibilities set
      forth in this Agreement, if such failure or refusal is not cured within thirty
      (30) days after written notice thereof to Executive by the Company.





5. CHANGE
          IN
          CONTROL.





5.1  A
      "Change
      of Control" shall, for purposes of this Section mean: (1) a dissolution or
      liquidation of the Company; (2) any sale or transfer of more than 25% of the
      total assets of the Company; (3) any merger, consolidation or other business
      reorganization in which the holders of the Company's outstanding voting
      securities immediately prior to such transaction do not hold, immediately
      following such transaction, securities representing fifty percent (50%) or
      more
      of the combined voting power of the outstanding securities of the surviving
      entity; (4) the acquisition by any person (within the meaning of Section
      13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended
      (the "Exchange Act"), of beneficial ownership (within the meaning of Rule 13d-3
      or any successor rule or regulation promulgated under the Exchange Act) of
      securities representing fifty percent (50%) or more of the combined voting
      power
      of the then-outstanding securities of the Company; or (5) a majority of the
      incumbent Board of Directors has been changed.





5.2  If
      a
      Change In Control occurs, Executive shall be entitled to all benefits set forth
      in section .4.3 of this Agreement, including, but not limited to full
      acceleration of the vesting of the then-unvested portion of the Options granted
      to Executive (or any restricted shares received upon early exercise) and,
      continuance of Executive’s medical, disability and other benefits for a period
      of thirty six (36) months, as if Executive had continued in employment during
      said period, or in lieu thereof, cash (including a tax equivalency payment
      for
      Federal, state and local income and payroll taxes assuming Executive is in
      the
      maximum tax bracket for all such purposes) where such benefits may not be
      continued (or where such continuation would adversely affect the tax status
      of
      the plan pursuant to which the benefit is being provided) under applicable
      law
      or regulation; and any and all Change in Control Termination
      Payments..









5.3  Anything
      in this Agreement to the contrary notwithstanding, in the event that it shall
      be
      determined that any payment or distribution by the Company to or for the benefit
      of Executive, whether paid or payable or distributed or distributable pursuant
      to the terms of this Agreement, including, without limitation, the Change of
      Control Termination Payment, or otherwise (the "Payment"), would constitute
      an
      "excess parachute payment" within the meaning of Section 280G of the Internal
      Revenue Code of 1986, as amended (the "Code"), Executive shall be paid an
      additional amount (the "Gross-Up Payment") such that the net amount retained
      by
      Executive after deduction of any excise tax imposed under Section 4999 of the
      Code, and any federal, state and local income and employment tax and excise
      tax
      imposed upon the Gross-Up Payment, and any interest and penalties imposed upon
      Executive, shall be equal to the Payment. For purposes of determining the amount
      of the Gross-Up Payment, Executive shall be deemed to pay federal income tax
      and
      employment taxes at the highest marginal rate of federal income and employment
      taxation in the calendar year in which the Gross-Up Payment is to be made and
      state and local income taxes at the highest marginal rate of taxation in the
      state and locality of Executive's residence on the date of Payment, net of
      the
      maximum reduction in federal income taxes that may be obtained from the
      deduction of such state and local taxes.





5.4  All
      determinations to be made under Section 5.3 shall be made by the Company's
      independent public accountant (the "Accounting Firm"), which firm shall provide
      its determinations and any supporting calculations both to the Company and
      Executive within 10 days of the date of Payment. Any such determination by
      the
      Accounting Firm shall be binding upon the Company and Executive. Within five
      days after the Accounting Firm's determination, the Company shall pay (or cause
      to be paid) or distribute (or cause to be distributed) to or for the benefit
      of
      Executive such amounts as are then due to Executive.





5.5  In
      the
      event that upon any audit by the Internal Revenue Service, or by a state or
      local taxing authority, of the Payment or Gross-Up Payment, a change is finally
      determined to be required in the amount of taxes paid by Executive, appropriate
      adjustments shall be made under this Agreement such that the net amount which
      is
      payable to Executive after taking into account the provisions of Section 4999
      of
      the Code shall reflect the intent of the parties as expressed in Section 5.3
      above, in the manner determined by the Accounting Firm.





5.6  All
      of
      the fees and expenses of the Accounting Firm in performing the determinations
      referred to above shall be borne solely by the Company. The Company agrees
      to
      indemnify and hold harmless the Accounting Firm of and from any and all claims,
      damages and expenses resulting from or relating to its determinations above,
      except for claims, damages or expenses resulting from the gross negligence
      or
      willful misconduct of the Accounting Firm.




6.  CONFIDENTIAL
      AND PROPRIETARY INFORMATION





6.1  Executive
      recognizes that his employment with the Company will involve contact with
      information of substantial value to the Company, which is not old and generally
      known in the trade, and which gives the Company an advantage over its
      competitors who do not know or use it, including but not limited to, techniques,
      designs, drawings, processes, inventions, developments, equipment, prototypes,
      sales and customer information, and business and financial information relating
      to the business, products, practices and techniques of the Company, (hereinafter
      referred to as "Confidential and Proprietary Information"). Executive will
      at
      all times regard and preserve as confidential such Confidential and Proprietary
      Information obtained by Executive from whatever source and will not, either
      during his employment with the Company or thereafter, publish or disclose any
      part of such Confidential and Proprietary Information in any manner at any
      time,
      or use the same except on behalf of the Company, without the prior written
      consent of the Company.





7.  ASSIGNMENT
      AND BINDING EFFECT.





7.1  This
      Agreement shall be binding upon and inure to the benefit of Executive and
      Executive's heirs, executors, personal representatives, assigns, administrators
      and legal representatives. Due to the unique and personal nature of Executive's
      duties under this Agreement, neither this Agreement nor any rights or
      obligations under this Agreement shall be assignable by Executive. This
      Agreement shall be binding upon and inure to the benefit of the Company and
      its
      successors, assigns and legal representatives. The Company shall require any
      successor (whether direct or indirect, by purchase, merger, consolidation,
      reorganization or otherwise) to all or substantially all of the business or
      assets of the Company, by agreement in form and substance satisfactory to
      Executive, expressly to assume and agree to perform this Agreement in the same
      manner and to the same extent the Company would be required to perform it if
      no
      succession had taken place.









8.  NOTICES.





8.1  All
      notices or demands of any kind required or permitted to be given by the Company
      or Executive under this Agreement shall be given in writing and shall be
      personally delivered (and receipted for) or mailed by certified mail, return
      receipt requested, postage prepaid, addressed as follows:




8.1.1  If
      to the
      Company:




NetSol
      Technologies, Inc.


23901
      Calabasas Road, Suite 2072


Calabasas,
      CA 91302


Attn:
      General Counsel




8.1.2  If
      to
      Executive:




Naeem
      Ghauri


c/o
      NetSol CQ


Planet
      House


North
      Heath Lane


Horsham,
      West Sussex


United
      Kingdom





Any
      such
      written notice shall be deemed received when personally delivered or three
      (3)
      days after its deposit in the United States mail as specified above. Either
      party may change its address for notices by giving notice to the other party
      in
      the manner specified in this section.





9.  TRADE
      SECRETS OF OTHERS.





9.1  It
      is the
      understanding of both the Company and Executive that Executive shall not divulge
      to the Company and/or its subsidiaries any confidential information or trade
      secrets belonging to others, including Executive's former employers, nor shall
      the Company and/or its affiliates seek to elicit from Executive any such
      information. Consistent with the foregoing, Executive shall not provide to
      the
      Company and/or its affiliates, and the Company and/or its affiliates shall
      not
      request, any documents or copies of documents containing such
      information.





10.  CHOICE
      OF
      LAW.





10.1  This
      Agreement is made in Calabasas, California. This Agreement shall be construed
      and interpreted in accordance with the laws of the State of
      California.




11.  INTEGRATION.





11.1  This
      Agreement contains the complete, final and exclusive agreement of the parties
      relating to the subject matter of this Agreement, and supersedes all prior
      oral
      and written employment agreements or arrangements between the parties.









12.  AMENDMENT.





12.1  This
      Agreement cannot be amended or modified except by a written agreement signed
      by
      Executive and the Company.





13.  WAIVER.





13.1  No
      term,
      covenant or condition of this Agreement or any breach thereof shall be deemed
      waived, except with the written consent of the party against whom the wavier
      is
      claimed, and any waiver or any such term, covenant, condition or breach shall
      not be deemed to be a waiver of any preceding or succeeding breach of the same
      or any other term, covenant, condition or breach.





14.  SEVERABILITY.





14.1  The
      finding by a court of competent jurisdiction of the unenforceability, invalidity
      or illegality of any provision of this Agreement shall not render any other
      provision of this Agreement unenforceable, invalid or illegal. Such court shall
      have the authority to modify or replace the invalid or unenforceable term or
      provision with a valid and enforceable term or provision which most accurately
      represents the parties' intention with respect to the invalid or unenforceable
      term or provision.





15.  INTERPRETATION;
      CONSTRUCTION.





15.1  The
      headings set forth in this Agreement are for convenience of reference only
      and
      shall not be used in interpreting this Agreement. This Agreement has been
      drafted by legal counsel representing the Company, but Executive has been
      encouraged, and has consulted with, his own independent counsel and tax advisors
      with respect to the terms of this Agreement. The parties acknowledge that each
      party and its counsel has reviewed and revised, or had an opportunity to review
      and revise, this Agreement, and the normal rule of construction to the effect
      that any ambiguities are to be resolved against the drafting party shall not
      be
      employed in the interpretation of this Agreement.





16.  REPRESENTATIONS
      AND WARRANTIES.





16.1  Executive
      represents and warrants that he is not restricted or prohibited, contractually
      or otherwise, from entering into and performing each of the terms and covenants
      contained in this Agreement, and that his execution and performance of this
      Agreement will not violate or breach any other agreements between Executive
      and
      any other person or entity.





17.  LITIGATION
      COSTS.





17.1  Should
      any litigation, arbitration, or administrative action be commenced between
      the
      parties or their personal representatives concerning any provision of this
      agreement or the rights and duties of any person in relation to this agreement,
      the party or parties prevailing in such action shall be entitled, in addition
      to
      such other relief as may be granted to a reasonable sum as and for that party's
      attorney's fees in such litigation which shall be determined by the court,
      arbitrator, or administrative agency, in such action or in a separate action
      brought for that purpose.







18.  COUNTERPARTS.





18.1  This
      Agreement may be executed in two counterparts, each of which shall be deemed
      an
      original, all of which together shall constitute one and the same
      instrument.





19.  ARBITRATION.





19.1  To
      ensure
      rapid and economical resolution of any disputes which may arise under this
      Agreement, Executive and the Company agree that any and all disputes or
      controversies of any nature whatsoever, arising from or regarding the
      interpretation, performance, enforcement or breach of this Agreement shall
      be
      resolved by confidential, final and binding arbitration (rather than trial
      by
      jury or court or resolution in some other forum) to the fullest extent permitted
      by law. Any arbitration proceeding pursuant to this Agreement shall be conducted
      by the American Arbitration Association ("AAA") in Los Angeles under the then
      existing AAA arbitration rules. If for any reason all or part of this
      arbitration provision is held to be invalid, illegal, or unenforceable in any
      respect under any applicable law or rule in any jurisdiction, such invalidity,
      illegality or unenforceability will not effect any other portion of this
      arbitration provision or any other jurisdiction, but this provision will be
      reformed, construed and enforced in such jurisdiction as if such invalid,
      illegal or unenforceable part or parts of this provision had never been
      contained herein, consistent with the general intent of the parties insofar
      as
      possible.




20.  PAYMENTS.
      Any amount hereunder not paid when due shall be subject until paid to an
      interest charge equal to the lesser of (i) one-and-one-half percent of the
      amount due per month and (ii) the highest rate allowable by applicable law.
      The
      late-paying party shall pay all of the other party’s costs and expenses
      (including reasonable attorney's fees) to collect any amount due.




IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.





NETSOL
      TECHNOLOGIES, INC.




By:
            /s/ Patti L. W. McGlasson
            
            By:
            /s/ Najeeb GhauriPatti
                L. W. McGlasson
            
            
            Najeeb
                GhauriIts:
              Corporate Secretary
            
            Its:
              Chief Executive OfficerDated:
              January 1, 2007
            
            Dated:
              January 1, 2007






EXECUTIVE:






/s/ Naeem GhauriNAEEM
                GHAURIDated: January
                1, 2007