Certification
Pursuant to 18 U.S.C. Section 1350


As
Adopted Pursuant to


Section
302 of the Sarbanes-Oxley Act of 2002





I,
Boo-Ali Siddiqui, certify that:





(1) I
have reviewed this annual report on Form 10-K for the fiscal year ended June 30,
2010 of NetSol Technologies, Inc., ("Registrant").





(2) Based
on my  knowledge,  this  report  does
not  contain any untrue statement of a material fact or omit to state
a material fact  necessary to make the statements made, in light of
the  circumstances  under which such statements were
made,  not  misleading  with  respect to
the period  covered by this annual report;





(3)  Based
on my knowledge, the financial statements and other financial
information  included  in this report,  fairly
present in all  material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this report;





(4)  The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:





(a)
designed such disclosure controls and  procedure,  or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that  material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;





(b)  designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;





(c)
evaluated the effectiveness of the registrant's disclosure
controls and  procedures and  presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and





(c)
disclosed in this report any changes in
the  registrant's  internal control over
financial  reporting  that occurred  during
the  registrant's most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report)
that  has  materially  affected,  or
is  reasonably  likely  to materially affect,
the registrant's  internal control over
financial  reporting; and;





(5) The
registrant's other certifying officer(s) and I have disclosed, based on our most
recent evaluation of the internal control over financial
reporting,  to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):





(a) all
significant  deficiencies and material weaknesses in the
design or operation of internal  control over
financial  reporting which are
reasonably likely  to  adversely  affect  the  registrant's  ability  to  record,  process, summarize
and report financial information; and





(b) any
fraud,  whether or not material,  that involves management
or other employees who have a significant role in the registrant's internal
control over financial reporting.





Date:  January
      31, 2011
              /s/ Boo-Ali SiddiquiBoo-Ali
      SiddiquiChief
      Financial OfficerPrincipal
      Accounting Officer