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


As
      Adopted Pursuant to


Section
      302 of the Sarbanes-Oxley Act of 2002





I,
      Tina
      Gilger, certify that:





(1)
      I
      have reviewed this annual report on Form 10-KSB for the fiscal year ended June
      30, 2008 of NetSol Technologies, Inc., ("Registrant").





(2)
      Based
      on my knowledge, this annual 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 annual 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)) 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


(d)
            disclosed
                in this report any changes in the registrant's internal control over
                financial reporting that occurred during the registrant's most recent
                fiscal year 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 officers 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.





6.  The
      registrant’s other certifying officers and I have indicated in this annual
      report whether or not there were significant changes in internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material weaknesses




Date:
                September 19, 2008
            /s/
                Tina GilgerTina
                GilgerChief
                Financial Officer