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 amended 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 quarterly
      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)
      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 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: November 10,
              2008
            /s/ Tina Gilger
              Tina
                Gilger
              Chief
                Financial Officer