**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**





x ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES


**EXCHANGE
      ACT OF 1934**





**FOR
      THE FISCAL YEAR ENDED JUNE 30, 2008**





or





 ̈ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE


**SECURITIES
      EXCHANGE ACT OF 1934**





Commission
      File Number 0-22773


**NETSOL
      TECHNOLOGIES, INC.**





(Name
      of
      small business issuer as specified in its charter)





**NEVADA**
            
            **95-4627685**(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                Number)





23901
      Calabasas Road, Suite 2072,


Calabasas,
      CA 91302


(Address
      of principal executive offices) (Zip code)





(818)
      222-9195 / (818) 222-9197


(Issuer's
      telephone/facsimile numbers, including area code)





SECURITIES
      REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:





**COMMON
      STOCK, $.001 PAR VALUE**


**THE
      NASDAQ STOCK MARKET LLC**





SECURITIES
      REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:





**COMMON
      STOCK, $.001 PAR VALUE**


**NASDAQ
      CAPITAL MARKET**





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  ̈





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x  No  ̈





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B, and no disclosure will be contained, to the best of registrant’s
      knowledge, in definitive proxy or information statements incorporated by
      reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x





Indicate
      by check mark whether the registrant is a shell company (as defined in rule
      12b-2 of the Exchange Act). Yes  ̈  No x





Registrant's
      revenues for the fiscal year ended June 30, 2008 were $36,642,175.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates was $50,705,662 as of September 15, 2008.





As
      of
      September 15, 2008, Registrant had 26,419,770 shares of its $.001 par value
      Common Stock issued and outstanding and 1,920 shares of its Preferred Stock
      issued and outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





(None)





Transitional
      Small Business Disclosure Format (Check one): Yes  ̈ ;
      No x





**TABLE
      OF CONTENTS AND CROSS REFERENCE SHEET**





PAGEPART
                IItem
                1
            Business
            1Item
                2
            Properties
            23Item
                3
            Legal
                Proceedings
            24Item
                4
            Submission
                of Matters to a Vote of Security Holders
            24PART
                IIItem
                5
            Market
                for Common Equity and Related Stockholder Matters and Small Business
                Issuer Purchases of Equity Securities
            25Item
                6
            Management's
                Discussion and Analysis and Plan of Operations
            27Item
                7
            Financial
                Statements
            38Item
                8
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            38Item
                8A
            Controls
                and Procedures
            38PART
                IIIItem
                9
            Directors,
                Executive Officers, Promoters and Control Persons; Corporate Governance;
                Compliance with Section 16(a) of the Exchange Act
            39Item
                10
            Executive
                Compensation
            41Item
                11
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            55Item
                12
            Certain
                Relationships and Related Transactions
            56PART
                IVItem
                13
            Exhibits
                and Reports on Form 8-K
            57Item
                14
            Principal
                Accountant Fees and Services
            59





**PART
      I**





This
      Form
      10-KSB contains forward looking statements relating to the development of the
      Company's products and services and future operation results, including
      statements regarding the Company that are subject to certain risks and
      uncertainties that could cause actual results to differ materially from those
      projected. The words "believe," "expect," "anticipate," "intend," variations
      of
      such words, and similar expressions, identify forward looking statements, but
      their absence does not mean that the statement is not forward looking. These
      statements are not guarantees of future performance and are subject to certain
      risks, uncertainties and assumptions that are difficult to predict. Factors
      that
      could affect the Company's actual results include the progress and costs of
      the
      development of products and services and the timing of the market acceptance.





**ITEM
      1 - BUSINESS**





**GENERAL**





NetSol
      Technologies, Inc. (“NetSol” or the “Company”) (NasdaqCM: NTWK) (DIFX:
      NTWK) is a worldwide provider of global business services and enterprise
      application solutions. NetSol uses its BestShoringTM practices and
      highly-experienced resources in analysis, development, quality assurance, and
      implementation to deliver high-quality, cost-effective solutions. Organized
      into
      specialized practices, these product and services offerings include portfolio
      management systems for the financial services industry, consulting, custom
      development, systems integration, and technical services for the global
      Healthcare, Insurance, Real Estate, and Technology markets. NetSol's commitment
      to quality is demonstrated by its achievement of the ISO 9001, ISO 279001,
      and
      SEI (Software Engineering Institute, Carnegie Mellon University, USA) CMMi
      (Capability Maturity Model) Level 5 assessments, a distinction shared by fewer
      than 100 companies worldwide. NetSol’s clients
      include
      Fortune 500 manufacturers, global automakers, financial institutions, technology
      providers, and governmental agencies.





Founded
      in 1996, NetSol is headquartered in Calabasas, California. NetSol also has
      operations and/or offices in: Horsham, United Kingdom; the San Francisco Bay
      Area, California, USA; Sydney and Adelaide, Australia; Beijing, China; Lahore,
      Islamabad, Rawalpindi and Karachi, Pakistan; and, Bangkok, Thailand.





**OUR
      BUSINESS**





In
      today’s highly competitive marketplace, business executives with labor or
      services-centric budgetary responsibilities are not just encouraged but are,
      in
      fact, obliged to engage in “Make or Buy” decision process when contemplating how
      to support and staff new development, testing, services support and delivery
      activities. The Company has initiated the strategic evolution of it business
      offerings that is a BestShoringTM solutions strategy. BestShoring TM is simply
      defined as NetSol Technologies’ ability to draw upon its global resource base
      and construct the best possible solution and price for each and every customer.
      Unlike traditional outsourcing offshore vendors, NetSol draws upon an
      international workforce and delivery capability to ensure a “BestShoringTM
delivers BestSolutionTM” approach.





NetSol
      combines domain expertise, not only with lowest cost blended rates from its
      design centers and campuses located around the world, but also with the
      guarantee of localized program and project management while minimizing any
      implementation risk associated with a single service center. Our BestShoringTM
approach, which we consider a unique and cost effective global development
      model, is leading the way into the 21 st century,
      providing value added Solutions for Global Business Services through a win-win
      partnership, rather than the traditional outsourced vendor framework. Our focus
      “Solutions” serves to ensure the most favorable pricing while delivering
      in-depth domain experience. NetSol currently has locations in Bangkok, Beijing,
      Lahore, London, the San Francisco Bay Area, and Sydney to best serve its clients
      and partners worldwide. This provides NetSol customers with the optimum balance
      of subject matter expertise, in-depth domain experience, and cost effective
      labor, all merged into a scalable solution. In this way, “BestShoring
      delivers BestSolution”.




Information
      technology services are valuable only if they fulfill the business strategy
      and
      project objectives set forth by the customer. NetSol’s expert consultants have
      the technical knowledge and business experience to ensure the optimization
      of
      the development process in alignment with basic business principles. The Company
      offers a broad array of professional services to clients in the global
      commercial markets and specializes in the application of advanced and complex
      IT
      enterprise solutions to achieve its customers' strategic objectives. Its service
      offerings include IT Consulting & Services; NetSol Defense Division;
      Business Intelligence, Information Security, Outsourcing Services and Software
      Process Improvement Consulting; maintenance and support of existing systems;
      and, project management.


1




In
      addition to services, our product offerings are fashioned to provide a Best
      Product for Best Solution model. Our offerings include our flagship global
      solution, LeaseSoft. LeaseSoft, a robust suite of four software applications,
      is
      an end-to-end solution for the lease and finance industry covering the complete
      leasing and finance cycle starting from quotation origination through end of
      contract. The four software applications under LeaseSoft have been designed
      and
      developed for a highly flexible setting and are capable of dealing with
      multinational, multi-company, multi-asset, multi-lingual, multi-distributor
      and
      multi-manufacturer environments. Each application is a complete system in itself
      and can be used independently to address specific sub-domains of the
      leasing/financing cycle. LeaseSoft is a result of more than eight years of
      effort resulting in over 60 modules grouped in four comprehensive applications.
      These four applications are complete systems in themselves and can be used
      independently to exhaustively address specific sub-domains of the
      leasing/financing cycle. When used together, they fully automate the entire
      leasing / financing cycle. NetSol recently added LeaseSoft Fleet Management
      System (FMS). The Company has already signed an agreement for FMS with a major
      automotive company in the Asia Pacific region. As with our service offerings,
      LeaseSoft is complementary to and can be used with all of our regionally
      developed solutions such as LeasePak in North America and LeaseSoft Asset in
      Europe.




Beyond
      LeaseSoft, our product offerings include LeasePak. LeasePak provides the leasing
      technology industry with the development of Web-enabled and Web-based tools
      to
      deliver superior customer service, reduce operating costs, streamline the lease
      management lifecycle, and support collaboration with origination channel and
      asset partners. LeasePak can be configured to run on HP-UX, SUN/Solaris or
      Linux, as well as for Oracle and Sybase users. And for scalability, NetSol
      Technologies North America offers the LeasePak Bronze, Silver and Gold Editions
      for systems and portfolios of virtually all sizes and complexities. These
      solutions provide the equipment and vehicle leasing infrastructure at leading
      Fortune 500 banks and manufacturers, as well as for some of the industry’s
      leading independent lessors.





Our
      product offerings and services also include: inBanking, which provides full
      process automation and decision support in the front, middle and back offices
      of
      treasury and capital markets operations; LeaseSoft Portals and Modules through
      our European operations; LeasePak 6.0b of our LeasePak product suite; enterprise
      wide information systems, such as or LRMIS, MTMIS and Hospital Management
      Systems; Accounting Outsourcing Services, and, NetSol Technology Institute,
      our
      specialized career and technology program in Pakistan.




The
      Company continues its efforts to reduce redundancy and cohesively present
      services and product operations on a global basis. This consolidation enables
      the Company to coordinate and streamline product, service and marketing while
      taking further advantage of the cost arbitrage offered by our highly trained,
      highly productive, Pakistani resources. This consolidation follows the
      successful integration of the operations acquired in the United Kingdom and
      the
      San Francisco Bay Area in California and facilitates the use of these regional
      offices as platforms for presenting an expanding services offering, relying
      on
      the experience and resources in Pakistan and our product offerings in North
      America and Europe.





While
      the
      company will no longer be divided into groups and regions, the Company will
      continue to maintain regional offices in the San Francisco Bay Area, California
      for North America and the parent headquarters in Calabasas, California; in
      Horsham, United Kingdom, for Europe; a new office in Dubai, United Arab Emirates
      for the Middle East; and, our “center of excellence” operations in Lahore,
      Pakistan for Asia Pacific. The Company will continue to maintain country and/or
      services or products specific sales offices in China, Australia, Thailand and
      Pakistan.





***Our
      Services***





***IT
      Consulting & Services***





Information
      technology services are valuable only if they fulfill the business strategy
      and
      project objectives set forth by the customer. NetSol’s expert consultants have
      the technical knowledge and business experience to ensure the optimization
      of
      the development process in alignment with basic business principles. The Company
      offers a broad array of professional services to clients in the global
      commercial markets and specializes in the application of advanced and complex
      IT
      enterprise solutions to achieve its customers' strategic objectives. Its service
      offerings include IT Consulting & Services; Global Business Services; NetSol
      Defense Division; Business Intelligence, Information Security, Outsourcing
      Services and Software Process Improvement Consulting; maintenance and support
      of
      existing systems; and, project management.


2


As
      part
      of the Company’s Global Business Services strategy, each subsidiary adheres to
      the BestShoring provides BestSolutionsTM model. Each subsidiary expounds on that
      model by providing services unique to their client base. The development of
      solutions for clients has resulted in the development of vertical offerings
      catering to various industries and accordingly, diversifying NetSol’s offerings.
      As an example, these verticals have been used successfully in Pakistan to
      provide services for the Motor Transport Management System, Land Record
      Management System, Legislature, Healthcare, computer based
      trainings/e-Learning, E Government and Defense.





Business
      Intelligence (BI) solution providers must have both the capability to service
      BI
      customers using its own resources but also service the customers of
      international affiliates in the APAC region. Typical BI projects run into
      several years of phased implementation and rely on expensive international
      resources with a very restricted and limited accessibility. As such, management
      believes, that NetSol’s competitors compromise on quality by turning BI projects
      into IT projects, which is a recipe for failure. Our strategy is simple; we
      identify the business pains of our potential customer and involve our industry
      domain experts directly with business managers at the client side. This results
      in ownership of the project with the business group rather than the IT group
      which is involved in the overall initiative only from a support and facilitation
      standpoint.





NetSol’s
      service capability has expanded to Basel II compliance. The Basel II Accord
      is a
      mandate by the Bank for International Settlements (BIS) requiring banks around
      the world to introduce processes and systems in their organization that will
      more effectively control and manage their enterprise wide risk. Basel II has
      introduced “risk differentiation” by allowing banks to hold capital reserves
      directly proportional to the amount of credit risk they are taking. In addition,
      the accord has introduced a capital charge for operational risk. NetSol won
      a
      Basel II Consultancy Contract with a leading Bank in Pakistan, the contract
      covers advisory services concerning conformity to the Basel II Capital Accord
      Regulatory Framework development by the Bank for International Settlements
      (BIS).





An
      ever
      growing awareness of highly publicized IT Security problems, coupled with
      greater demands by international business partners, has led the movement of
      companies world-wide towards compliance with internationally recognized
      Information Security Systems standards. Information Systems Security or
      Information Assurance applies to all systems in all departments of an
      organization whether on a computer disk, paper or in the heads of employees.
      Information Security services is provided by NetSol’s INFOSEC Unit. This unit
      provides services to secure all corporate information and its supporting
      processes, systems and networks. NetSol’s Information Security Services is a
      group of vendor-neutral, dedicated security consultants with real-life field
      experience. The INFOSEC group utilizes industry standard security best practices
      coupled with best-of-breed products to deliver proven and robust Information
      Security Management Systems (ISMS). Services include: managed security services
      provider; BS-7799/ISO 27001 Compliance Life-cycle services; information security
      assessment; penetration testing and vulnerability assessment; disaster recovery
      planning; and, network architecture design, deployment and management. The
      INFOSEC group has launched a new project, Secure Pakistan. The project aims
      to
      secure critical information, while in storage or in transfer, from theft. Secure
      Pakistan is developing IT service labs for forensic investigation, CERT
      (Computer Emergency Response Team), 24/7 security surveillance, and cyber crime
      awareness training. NetSol has established partnerships with other global
      information security consulting companies, including US based Business
      Automation Consultants, Australia based IT Butler, and Pakistan based NIMIS.
      INFOSEC is partnered with global giants including IBM Internet Security Systems
      and Kaspersky Labs.





Software
      Process Improvement Consulting is provided by NetSol to companies in Pakistan
      through an independent division. The division provides quality engineering
      and
      related consulting services to technology companies. The services include:
      consultancy, facilitation services and implementation support for CMMi;
      appraisal, including SCAMPI (Standard CMMi Appraisal Method for Process
      Improvement), SCAMPI Appraisal Team Member Training and, Pre Appraisal; and,
      training through training services, formal courses, workshops and seminars.
      All
      of these activities are broadly developed under the guidelines of SEI based
      CMMi
      processes as well as the information security consulting practices. Currently,
      NetSol is the only company authorized by Pakistan Software Export Board (PSEB)
      for BS7799/ISO 27001 consulting practices in Pakistan.





Our
      Outsourcing Services have included two major initiatives: the joint venture
      with
      Innovation Group PLC (previously referred to as “TiG”), known as NetSol
      Innovation Pvt. Ltd, or Extended Innovation, and accounting outsourcing
      services. The Extended Innovation model is discussed on page 12 of this report.
      NetSol Accounting Services Division was established to take advantage of the
      lucrative BPO market for accounting services. The division started operations
      with a pilot project for a well established and high profile accountancy firm
      in
      Australia. A proof of concept has been obtained, and NetSol is now in the
      process of marketing and maturing leads from high profile clients in Australia,
      North America and Europe.


3


The
      NetSol Defense Division (NDD) was founded in 2005 to take advantage of its
      coordination with the Pakistani Defense Sector. NDD specializes in providing
      solutions for improvement and optimization of operations of the defense and
      military forces. With a unique blend of experienced and highly skilled IT
      specialists and managers, and most importantly the domain experts from the
      Defense Sector itself, NDD has the critical task of ensuring that the solutions
      provided are focused and need-specific to the requirements as well as the
      technological advancements in the sector around the globe. Operating through
      the
      NDD R&D Lab, which is strategically located in Rawalpindi, for closer
      coordination with various defense organizations stakeholders and to establish
      an
      operations center and simulation lab, NDD is involved in R&D activities, as
      well as project management for various on-going and potential projects including
      Command & Control Applications, Capacity Building projects, Infrastructure
      development for multiple offices within the Ministry of Defense as well as
      GIS
      based applications integration with different solutions. Projects currently
      undertaken by NDD are: Unit Management System, an initiative for the automation
      of administrative functions for the Pakistani Army, helping to realize the
      Army’s key objective of improving productivity and efficacy of the units of the
      Pakistani Army; Academy Information Management System for the Pakistan Military
      Academy, one of the top rated military institutes in the world; and, Network
      Centric Warfare (NCW) working to provide an information grid which provides
      a
      seamless integration of sensors, weapons, and decision makers through a common
      operating environment and mission applications built in compliance with laid
      down inter-operability standards.





***Our
      Products***





***LeaseSoft***





The
      Company develops advanced software systems for the lease and finance industries.
      In addition to services, our product offerings are fashioned to provide a Best
      Product for Best Solution model. Our offerings include our flagship global
      solution, LeaseSoft. This product is complementary to and can be used with
      all
      of our regionally developed solutions such as LeasePak in North America and
      LeaseSoft Asset in Europe.





LeaseSoft,
      a robust suite of four software applications, is an end-to-end solution for
      the
      lease and finance industry covering the complete leasing and finance cycle
      starting from quotation origination through end of contract. The Company’s over
      eight years of effort resulted in over 60 modules grouped in four comprehensive
      applications. The four software applications under LeaseSoft have been designed
      and developed for a highly flexible setting and are capable of dealing with
      multinational, multi-company, multi-asset, multi-lingual, multi-distributor
      and
      multi-manufacturer environments. Each application is a complete system in itself
      and can be used independently to address specific sub-domains of the
      leasing/financing cycle. When used together, they fully automate the entire
      leasing / financing cycle.




*The
      constituent software applications are:*




·  Credit
      Application Processing System (CAP). LeaseSoft.CAP provides companies in the financial sector an environment to
      handle the incoming credit applications from dealers, agents, brokers and the
      direct sales force. LeaseSoft.CAP automatically gathers information from
      different interfaces like credit rating agencies, evaluation guides, and
      contract management systems and scores the applications against defined
      scorecards. This automated workflow permits the credit team members to make
      their decisions more quickly and accurately. Implementation of LeaseSoft.CAP
      dramatically reduces application-processing time in turn resulting in greater
      revenue through higher number of applications finalized in a given time.
      LeaseSoft.CAP reduces the probability of a wrong decision thus, again, providing
      a concrete business value through minimizing the bad debt portfolio.
      LeaseSoft.CAP is a database independent online system developed in Microsoft's
      .Net framework. Toyota Leasing Thailand and BMW Financial Services China are
      the
      first two clients of LeaseSoft.CAP. It can be run from any PC with normal
      specifications, which is a key benefit for clients.




·  Contract
      Management System (CMS) .
      LeaseSoft.CMS provides comprehensive business functionality that enables its
      users to effectively and smoothly manage and maintain a contract with the most
      comprehensive details throughout its life cycle. It provides interfaces with
      company banks and accounting systems. LeaseSoft.CMS effectively maintains
      details of all business partners that do business with the company including,
      but not limited to, customers, dealers, debtors, guarantors, insurance companies
      and banks. Developed with the input of a number of leasing consultants, this
      product represents a complete lease and finance product. NetSol’s LeaseSoft.CMS
      provides business functionality for all areas that are required to run an
      effective, efficient and customer oriented lease and finance
      business.




·  Wholesale
      Finance System (WFS ).
      LeaseSoft.WFS automates and manages the floor plan/bailment activities of
      dealerships through a finance company. The design of the system is based on
      the
      concept of one asset/one loan to facilitate asset tracking and costing. The
      system covers credit limit, payment of loan, billing and settlement, stock
      auditing, online dealer and auditor access, and ultimately the pay-off
      functions. A separate online add-on module, Dealer & Auditor Access System
      (DAS), allows dealers to view their outstanding limits and current asset-wise
      balances through an interface with the finance company. LeaseSoft.WFS consists
      of the following four modules: Credit Request Management Module (CRM); Loan
      Management Module (LMS); Stock Auditing Module (SAS); and Billing &
Settlement Module (B&S).


4




·  Fleet
      Management System (FMS ).
      LeaseSoft.FMS is designed to efficiently handle all fleet management needs.
      FMS
      is easily integrated with LeaseSoft.CMS and WFS as well as with any third party
      contract management system to ensure a single comprehensive system. FMS’ key
      features include: a detailed tracking information on every driver and vehicle;
      customizable reports; periodic reporting on fleet related aspects; internet
      based access to information; integration with third party software; and, linkage
      to GPS for real time tracking. Although only recently added, NetSol has already
      signed an agreement for FMS with a major automotive company in the Asia Pacific
      region.




*Implementation
      Process*





The
      implementation process normally spans three to six months. NetSol derives its
      income both from selling the license to use the products, as well as, from
      related software services. The related services include requirement study/gap
      analysis, customization on the basis of gaps development, testing,
      configuration, installation at the client site, data migration, training, user
      acceptance testing, supporting initial live operations and, finally, the long
      term maintenance of the system. Any changes or enhancement done is also charged
      to the customer. In the requirements study/gaps analysis, the NetSol LeaseSoft
      team goes to the client site to study the client’s business and functional
      requirements and maps them against the existing functionality available in
      LeaseSoft. With the maturing of our products, free requirement studies tend
      to
      yield few, if any gaps. The development cycle that follows the gaps analysis
      takes place through our development facility in Lahore. The highly parameterized
      LeaseSoft solutions are configured to meet the clients’ requirements. This is
      followed by thorough testing, which takes place at our development facility,
      while some of these steps may also be carried out at the clients’ locations.
      Based on successful testing, the system is installed at the client’s site. When
      required, this involves migration of date from an older system to the LeaseSoft
      database. Successful installation is followed by user and administration
      training. Both functional and business users are involved. After training,
      user
      acceptance testing is conducted, where client’s nominated staff, along with
      NetSol consultants, tests the system against business requirements. Upon
      acceptance, t he
      systems in then considered ready for normal business use. LeaseSoft is a mission
      critical software, and the entire business operations of our clients hinge
      on
      successful performance of the system. Hence in the early days after going live,
      NetSol consultants remain at the client site to assist the company in smooth
      operations. After this phase, the regular maintenance and support services
      phase
      for the implemented software begins. In addition to the daily rate paid by
      the
      customer for each consultant, the customer also pays for all the transportation
      related expenses, boarding of the consultants, and a living allowance. NetSol’s
      involvement in all of the above steps is priced to bring value to our customers
      and increase our profitability from our interactions.





*Pricing
      and Revenue Streams*





The
      company’s LeaseSoft revenue streams occur through the following three main
      areas: product licensing, implementation related services, and maintenance
      and
      support related services. License fees can vary generally between $500,000
      up to
      $1,000,000 per license per module. There are various attributes which determine
      the level of complexity, a few of which are: number of contracts; size of the
      portfolio; business strategy of the company; number of business users; and,
      branch network of the customer. The Company recognizes revenue from license
      contracts without major customization when a non-cancelable, non-contingent
      license agreement has been signed, delivery of the software has occurred, the
      fee is fixed or determinable, and collectability is probable. However, revenue
      from sale of licenses with major customization, modification, and development
      is
      recognized on a percent of completion basis. Implementation related
      services, including gap analysis, user acceptance testing (UAT) and data
      migration (where required). Maintenance and support related services are then
      provided on a continued basis. Revenue from software services includes fixed
      price contracts and is recognized in accordance with the percentage of
      completion method using the output measure of “Unit of Work Completed.” The
      annual maintenance fee, which usually is an agreed upon percentage of overall
      monetary value of the implementation, then becomes an ongoing revenue stream
      realized on yearly basis.





*Growth
      Prospects for LeaseSoft*





As
      a
      marketing strategy NetSol is preparing a lighter version of LeaseSoft to target
      companies with simpler business models. LeaseSoft is highly modular. Hence
      various sets of functionalities can be used against the restricted requirements
      of the client. The first deployment of this lighter version is currently being
      carried out in Mauritius, for Mauritius Commercial Bank. NetSol has also
      provided the option of using its LeaseSoft application on monthly rental basis
      to those organizations which are small in size or have small turnover. This
      facility is initially provided to Australian Motor Finance (AMF). AMF is a
      sub-prime lender in Australia. NetSol has provided them LeaseSoft Proposal
      Management System and LeaseSoft Contract Management System.


5


An
      important component of the growth strategy for LeaseSoft is to extend its
      customer base to include newer geographic markets. The belief that it is a
      highly flexible solution for the global markets is borne out by this year’s
      major breakthrough of the product’s entry into the Middle East market with
      the signing of a contract with one of the largest leasing companies in
      the region. Al Amthal Leasing is the latest addition to our impressive customer
      list. The Company sees this as a first major step in developing a market for
      LeaseSoft in the Middle East. This will also help our product achieve a greater
      relevance to this market by incorporating features that correspond to the
      Islamic/Arab financial requirements.





In
      its
      existing markets, LeaseSoft is already establishing itself as a leading product
      catering to the business needs of major blue chip companies. Its current client
      base includes Mercedes Benz Financial Services (Australia, Japan, New Zealand,
      Singapore, South Korea, Thailand, China and Taiwan), Yamaha Motors Finance
      Australia, Toyota Motors Finance China, Toyota Leasing Thailand, Finlease
      Commercial Bank of Mauritius, CNH Capital Australia, Fiat Automotive Finance
      China, Dongfeng Nissan Auto Finance China, BMW Financial Services in China
      and
      Al Amthal Leasing Saudi Arabia.





In
      addition to the confidence of its customers, the product has also won a major
      regional award, the Asia Pacific ICT Alliance Award for the best financial
      application for the year 2007. This prestigious award is testimony to the
      maturity and quality of LeaseSoft.





NetSol
      maintains a LeaseSoft specific product website www.leasesoft.biz .
      This
      product website is also available in the Chinese and Thai languages at http://www.leasesoft.biz/chinese and http://www.leasesoft.biz/thai ,
      respectively.





**Our
      Operations**





***NETSOL
      PK***





Our
      off-shore development center, and indeed the center of the Company’s services
      and software operations, is headed by former President of NetSol and current
      Chief Executive Officer of NetSol Technologies Limited (“NetSol PK”) (the
      Company’s Pakistan subsidiary), Salim Ghauri. The Asian continent, Australia/New
      Zealand, and the Middle East, from the perspective of LeaseSoft marketing,
      are
      targeted by NetSol Technologies from its Lahore subsidiary, its offices in
      Australia, Thailand and Beijing, China. NetSol PK has continued to grow its
      service contracts within the local Pakistani public and defense sectors. An
      important aspect of these contracts is that not all of them focused solely
      on
      software development and engineering.





This
      year, NetSol PK has continued to provide both consultancy services to
      organizations so as to improve their quality of operations and services and,
      winning strategically important assignments with the E-Governance domains for
      organizations of national significance in Pakistan. These clients include
      private as well as public sector enterprises.





***IT
      Consulting & Services***





As
      part
      of the Company’s Global Business Services strategy, each subsidiary adheres to
      the BestShoring provides BestSolutionsTM model. While NetSol PK is the center of
      the Company’s global services offerings, the services provided by NetSol PK
      further expound on that model and other services unique to NetSol PK. IT
      Consulting & Services in Pakistan has included a first entrant advantage
      into the e-government sector for both provincial and federal governments and
      armed forces automation projects. Over the past four years, NetSol PK has been
      actively involved in the e-government domain helping Federal & Provincial
      Governments of Pakistan and other public sector organizations. Major projects
      include: Electronic Credit Information Bureau; Office Automation of the National
      Assembly & Senate and Prime Minister’s Secretariat; and such turn-key
      solutions as the Automation of the Hajj wing, and, Automation of the Karachi
      Patent Office. The development of solutions for clients has resulted in the
      development of vertical offerings catering to various industries and
      accordingly, diversifying NetSol’s offerings. These verticals have been used
      successfully in Pakistan to provide services for the Motor Transport Management
      System, Land Record Management System, Legislature, Healthcare, computer
      based trainings/e-Learning, E Government and Defense.


6


***Products***





In
      addition to LeaseSoft, which has a global reach, NetSol PK has developed several
      products for use in Pakistan for the purpose of automating the country’s vital
      processes. While developed for this particular market, the products may be
      used
      in other countries or for other customers.





LRMIS





In
      an
      agricultural country like Pakistan, land is the primary source of revenue.
      Land
      records are currently maintained manually so there is no consistency, accuracy
      and timely availability of the required record. According to a joint report
      by
      National Database and Registration Authority (NADRA), Pakistan and World Food
      Program (WFP), Pakistan, this existing land revenue management system is more
      than two hundred years old and is not fulfilling the changing demands of time
      and new local governance system of Devolution properly.





A
      well
      planned solution requires easy identification, access, smooth data entry and
      complete tracking of the entered transactions. With the growth and usage of
      "e"
      in contemporary business practices, new challenges have emerged in managing
      secure access to the authentic data and e-resources, which are scattered across
      a wide range of internal and external computing systems. This challenge needs
      quick address in today's competitive economic scenario wherein intellectual
      and
      knowledge capital directly translates into exponential growth for the
      country.





NetSol’s
      LRMIS is a thin, client web based solution and developed after thorough
      evaluations of existing manual system and client/user needs, detailed system
      analysis and process flow definition. It ensures that only authentic employees
      and individuals can access the application on the privileged areas assigned
      by
      the administrator over the internet/Intranet. NetSol has obtained the pilot
      project for LRMIS, a World Bank funded initiative. There is a major upside
      in
      Punjab with implementations in 34 districts. Moreover, opportunities exist
      in
      Sindh and Islamabad Capital Territory.





NetSol
      understands the power of information and complexity of land record system and
      the user/client needs. For this purpose, NetSol provides its LRMIS by combining
      technical, operational and domain expertise with proven approaches of analysis,
      plan, design and implementation to provide an effective solution using
      IT-enablement in a field where its need its hugely felt.





MTMIS





A
      few
      years ago, NetSol PK took the initiative to invest into the Motor Transport
      domain. Starting with a small implementation, today NetSol has multiple
      implementations in several parts of the country with ample opportunities
      available in the future. MTMIS is a customized application envisioned and
      developed wholly by NetSol as an end-to-end solution of citizens’ vehicles
      security and information management. Project implementations include the
      Provinces of Punjab, AJK and NWFP alongside Islamabad Capital Territory. Future
      opportunities exist in Baluchistan and Sindh for this solution. The system
      has
      provision for onsite access to the traffic police records via PDAs and smart
      cards, onsite verification of any vehicle’s environmental friendly status and
      road side authorization of driver licenses.





It
      is
      significant to note that while in developed countries the elements of the system
      lie in “islands of data” under the various Authorities and Geographical Domains
      and have been linked together to create the central data warehouse; the NetSol
      solution is the first concept and proven practical solution for the Emerging
      and
      Developing countries. It enables an approach, which seeks to introduce and
      implement the different elements or modules as an integrated and total solution,
      in which modules have been clearly designed to work independently but enmesh
      and
      provide the complete management and administration environment.





HOSPITAL
      MANAGEMENT INFORMATION SYSTEM.





The
      global healthcare industry is growing at a fast rate and is one of the areas
      that have the most urgent need of automation. NetSol understands this need
      and
      has developed a strategic collaboration with Shaukat Khanum Memorial Cancer
      Hospital as part of a long term commitment for IT development in the global
      Health Sector.





The
      capability to overlay, analyze, design and reengineer the core of the healthcare
      processes with a business process management (BPM) suite, encompassing the
      rules
      and responsibilities in a manner which facilitates change, new rules, process
      variations, and scale of deployment, best summarize our combined approach.


7


NetSol
      regularly works to fulfill its role as a Technology Partner of the Shaukat
      Khanum Memorial Cancer Hospital & Research Centre (SKMCH&RC) for a
      solution that will act as an automated, secure and integrated solution for
      any
      hospitals’ clinical, financial and management needs. First implementation is
      currently underway for a hospital for the armed forces. NetSol’s system includes
      a clinical module (including outpatient and inpatient management, physician
      and
      order management, pharmacy management, radiology, nuclear medicine, pathology
      and operation theater management); an administrative module; a financial module;
      and, a research module.





***Corporate
      Social Responsibility***





Literacy
      Program—NetSol has launched a “Literacy Program” to educate low paid illiterate
      employees of the organization. The main objective of this program is to enable
      these resources to acquire basic reading, writing and arithmetic skills. The
      first phase of the plan is nearing completion with astounding accomplishments;
      the people who could not even write a single word are now able to write complete
      letters within a span of 6 months. This initiative has been extremely successful
      and NetSol intends to further support this program.





Noble
      Cause Fund—A noble cause fund has been established to meet medical and education
      expenses of the children of the low paid employees. NetSol employees voluntarily
      contribute a fixed amount every month to the fund and the Company matches the
      employee subscriptions with an equivalent amount contribution. A portion of
      this
      fund is utilized to support social needs of certain institutions and
      individuals, outside NetSol.





Day
      Care
      Facility—NetSol’s human resources are its key assets and thus the company takes
      numerous steps to ensure provision of maximum comforts. Recently, a Child Day
      Care facility has been created in close proximity to work premises with all
      essential staff and equipment. Married female employees are offered an
      opportunity to entrust complete care of their young ones to trained and
      experienced staff. Child day care allows female employees to pay unhindered
      focused attention to work requirements while their child remain safe and
      comfortable. Premises and environment are neat and clean with all basic needs
      fulfilled to ensure complete care of the children.





Preventative
      Health Care Program—In addition to the comprehensive out-patient and in-patient
      medical benefits, preventive health care has also been introduced. This phased
      program focuses on vaccination of our employees against Hepatitis – A/B,
      Tetanus, Typhoid and Flu, etc. This is a regular annual immunization program
      to
      keep employees healthy.





NetSol
      Corporate University—This year, NetSol undertook a new initiative by
      establishing NetSol Corporate University (“NCU”) for developing human resources
      at NetSol. A need was felt to further develop and retain the talent at hand
      through strategic learning interventions to respond to growing competition
      and
      challenges.





The
      mission of NCU is:


§  To
      discover, develop, and deploy the talent at Netsol


§  To
      nurture leadership in people and processes


§  To
      explore and develop capable backups for positions critical to organizational
      continuity


8


***NETSOL
      TECHNOLOGIES NORTH AMERICA, INC.***





The
      operational assets of NetSol Technologies North America, Inc. (“NTNA”) were
      initially integrated into the Company in 2006 as a result of the acquisition
      of
      McCue Systems, Inc. The NTNA division has been headed by Mitch Van Wye as Chief
      Operating Officer since October 2007. The division has been restructured and
      reorganized both at the management and business levels with several new senior
      sales and marketing personnel replacing less senior personnel in the third
      and
      fourth quarters of 2008. With the formal integration and better positioning
      into
      the global market complete, the Burlingame staff is now moving to newly leased
      offices in Emeryville, California by Fall 2008.





NTNA
      provides client requirement-based solutions across multiple technology
      practices, in both the public and private sectors, with the largest practice
      being the leasing technology vertical. NTNA offers development of Web-enabled
      and Web-based tools to deliver superior customer service, reduce operating
      costs, streamline the lease management lifecycle, and support collaboration
      with
      origination channel and asset partners. NTNA’s product, LeasePak, can be
      configured to run on HP-UX, SUN/Solaris or Linux, as well as for Oracle and
      Sybase users. For scalability, NTNA offers LeasePak Editions for systems
      and portfolios of virtually all sizes and complexities. These solutions provide
      the equipment and vehicle leasing infrastructure at leading Fortune 500 banks
      and manufacturers, as well as for some of the industry’s leading independent
      lessors. NetSol customers include such companies as Hyundai, JP
      Morgan/Chase, KeyCorp Leasing, City National Bank, Terex Corp., National City
      Capital Corp., ORIX, and Volkswagen Credit.





*Services*





NTNA
      has
      released a full suite of Global Business Services outsourcing services and
      customized development solutions, initially focused on the North American
      equipment finance technology market. The services offering will leverage 30
      plus
      years of equipment leasing and lending experience. While the division's Client
      Consulting Services department has long offered NTNA customers a range of
      business process engineering services, the new offering package will greatly
      expand the menu of available services to meet market needs. New services to
      be
      offered will include customized application development, a full range of Quality
      Assurance (QA) services, customized strategic report design, and business
      intelligence tool development. Leveraging well-established relationships with
      users of the division's flagship application, the Global Business Services
      team
      will market to these existing customers, then to adjacent groups within customer
      organizations, eventually building out to a full, industry-wide sales and
      marketing strategy.





In
      leveraging the Company’s global footprint, blue chip customer base and
      BestShoring initiatives, we believe NTNA provides an integrated North American
      presence to our global offering of software and services based solutions to
      the
      lease and finance industry. Not only does this provide a U.S. base of operations
      and footprint for NetSol, but makes NetSol the only company focusing on the
      commercial and consumer lease/finance marketplace with actual live
      implementations within nearly every region of the globe, including, U.S.,
      Canada, Europe, Asia-Pacific and the Far East.





*LeasePak*





As
      part
      of NetSol’s Financial Suite (NFS) of products, NTNA has and continues to develop
      the LeasePak Productivity modules as an additional companion set of products
      to
      operate in conjunction with the LeasePak licensed software. This toolset enables
      the LeasePak user to leverage the power of the system to streamline
      originations, integrate the dealer/vendor network, automate documentation,
      enhance customer service, manage risk, and control infrastructure overhead.
      In
      early 2008, LeasePak 6.0b was released for general availability and has gone
      into production.





The
      components of the LeasePak Productivity Suite include but not limited
      to:





Channel
      IT– A web-based front end origination channel manager, ChannelIT provides a
      browser-based origination tool for use by the remote sales force as well as
      the
      broker/dealer network and vendor partners. Using ChannelIT’s seamless interface
      to LeasePak, contract originators and operational personnel have instant access
      to credit information, terms, and conditions, reducing acceptance times and
      eliminating costly data re-entry.





Link
      IT–
A toolkit of application interfaces to streamline the integration of the
      LeasePak lease portfolio management system with best-of-breed third-party tools
      and enterprise applications. Designed to work with web services as well as
      with
      the client-server architecture, LinkIT streamlines application integration
      and
      reduces version-maintenance overhead.


9


Doc
      IT–
The integrated document generation for LeasePak auto-generates the letters
      and
      documents required to book and finalize a deal. Using customer private-label
      graphics and customer existing document formatting, LeasePak generates letters
      and documents, delivers them, and archives them for instant access throughout
      the life of the contract, asset, and customer relationship.





View
      IT–
A complete business intelligence toolset to give the customer the information
      required to monitor its lease/loan portfolios. ViewIT provides streamlined
      strategic reporting, easy-to-use ad-hoc reporting, plus a data warehouse and
      executive dashboard to identify trends, manage risk, and assure compliance
      for
      using real-time strategic information.





Serv
      IT–
LeasePak’s customer web portal enables users to offer customers the convenience
      of web-based account self-management. The lessor benefits from reduced help
      desk
      costs as customers use the web to, amongst other tasks, check payments, update
      account information, and request payoff quotes .





AcquireIT
      – A powerful data management and business development tool that enhances the
      ability of LeasePak users to generate business with each other. This add-on
      allows equipment leasing entities to greatly reduce the overhead in time and
      resources required to buy and sell aggregated contracts and/or portfolios,
      giving LeasePak users a competitive advantage over users of other portfolio
      management systems.





With
      the
      release of LeasePak 6.0b, users have new options for navigation and reporting.
      Additionally, new capabilities have been incorporated into the product: Business
      Development Module which streamlines the exchange of aggregated finance contract
      portfolios between LeasePak users; Commercial Lending Module which adds core
      functionality for the management of commercial loans; and, Asset Focus Module
      which provides new options for users to enhance asset accounting and reporting
      options.





***NETSOL
      TECHNOLOGIES EUROPE, LTD.***





Headed
      by
      Naeem Ghauri as President and as a director of NetSol, NetSol Technologies
      Europe, Ltd (“NetSol Europe”) has been an integral part of the Company since
      February 2005 when NetSol acquired 100% of CQ Systems Ltd., (“NTE”) an IT
      products and service company based in the UK. As a result of this acquisition,
      NetSol has access to a broad European customer base using IT solutions
      complementary to NetSol’s LeaseSoft product. NetSol has leveraged NTE’s
      knowledge base and strong presence in the Asset Finance market to launch
      LeaseSoft in the UK and continental Europe. NTE’s strong sales and marketing
      capability would further help NetSol gain immediate recognition and positioning
      for the LeaseSoft suite of products.





*Product
      Portfolio*





NTE’s
      recent LeaseSoft win with a major European bank is a strong vindication of
      our
      strategy to leverage our global expertise to develop and market regional
      solutions while successfully servicing our clients’ specific needs. Our
      LeaseSoft solutions, with enhanced business coverage for the European markets,
      are geared to provide a quick return on investment to our clients as well as
      generate a new revenue driver for the group. The new European LeaseSoft
      multi-product portfolio has gathered strong initial traction, in a relatively
      short time, and reflects the growing strength of our product and customer
      presence in Europe.





A
      part of
      NTE’s successful integration has included the continued leverage of the
      Company’s high quality but lower cost resources in its offshore development
      center in Lahore, Pakistan. This phase of the transition plan has been completed
      whereby a dedicated team of software engineers and testers have been trained
      on
      NTE product suite and most of the quality assurance, documentation and some
      of
      the NTE products core software development activities have been transitioned
      to
      Lahore. NTE has been able to implement significant productivity and cost
      improvements which have included realizing the higher level of cost efficiencies
      of using the Lahore offshore facility for software development and quality
      assurance.





Like
      all
      NetSol companies, NTE has seen its sales and revenues focus increasingly on
      total client services rather than on a purely, one-off, product based model.
      Roughly two-thirds of the new sales for NTE came from products which did not
      exist when the company was purchased by NetSol. The total client services model
      has seen an expansion from a solely back office based product to a greater
      front
      office focus. This front office focus tends to be highly customized as the
      initial interface for the customer. NTE’s auto decision component was developed
      sooner than any competitors and together with its web-based portal, is one
      of
      the many front ends solutions that NTE has implemented.


10


In
      addition to offering all NetSol products, NTE products include: LeaseSoft
      Portal- introduced to support online access to proposals and for the foundation
      of web-based origination systems; LeaseSoft Document Manager- introduced to
      facilitate the automation production and distribution of proposal documentation,
      including indexation and branding of all outboard and inbound documents;
      LeaseSoft Auto-Decision Engine- developed to provide automation of credit
      checking and underwriting for standards based financial products; LeaseSoft
      EDI
      Manager- introduced to facilitate process automation between business
      introducers and funders; and, Evolve- launched to provide an entry level
      software package for own book brokerages and small to medium size
      funders.





NTE
      has
      recently performed significant updates on the Core product and customer systems
      to ensure compliance with the onerous CCA2006 legislation. NTE has further
      implemented significant development enhancements, including a major development
      for the collections module with significant automation of the arrears handling
      and collections.





*Enterprise
      Services*





Following
      the establishment of NTNA’s recent services offering, NTE launched its
      Enterprise Services division this year to leverage both its offshore IT and
      Business Process Outsourcing capabilities. This move into outsourced services
      is
      seen as strategic to the future growth of NetSol.





***NetSol
      office in Beijing, China***





As
      part
      of its growth strategy and in view of the desire to serve its markets better,
      NetSol established a sales office in Beijing, China. This office is both a
      sales
      and marketing location and a liaison office for the Company’s ongoing operations
      and implementation services for Daimler Financial Services, BMW and other
      clients in the country. The office is managed by NetSol PK.





***NetSol’s
      office in Bangkok, Thailand*** ****





To
      further strengthen its presence in the Asia-Pacific market, and to provide
      exclusive services to its clients, the company has recently established a
      support office at a prime location in Bangkok, Thailand. The office has a
      working area of 87 sq. m. Its core responsibilities are to enhance business
      through targeting potential customers and providing technical support to the
      company’s existing clients in Thailand.





***NetSol
      Office in Australia***





NetSol
      also maintains a presence in Australia to serve its customers such as Mercedes
      Benz Financial Services, Yamaha, and few other Fortune 500 auto manufacturers
      in
      Australia and New Zealand. Given the potential of this market, and the company’s
      strategic focus on it, it plans to build a bigger presence through a permanent
      office space.





***NetSol
      Office in the United Arab Emirates***





As
      a
      follow to NetSol’s recent listing of its shares of common stock on the Dubai
      International Financial Exchange (the “DIFX”), NetSol has committed to opening
      an office in the United Arab Emirates. The office will operate both as sales
      and
      support office for the Company’s Middle East customers.


11


**Status
      of New Products and Services**





*InBankingTM*





The
      Company’s banking solution is currently being marketed in the European region by
      NTE.





With
      the
      acquisition of Pearl Treasury System in 2003-2004, whose product offering is
      now
      referred to as InBankingTM, the Company expands its menu of software into the
      banking and other financial areas.





The
      Pearl
      Treasury System (“PTS”) was originally developed on two tier client server
      technologies and was designed to provide full process automation and decision
      support in the front, middle and back offices of treasury and capital markets
      operations. On an internal review of PTS post acquisition, it was decided to
      re-write the system within .NET technologies, bringing the system into the
      leading edge n-tier/browser-based environment. The project name for this program
      is InBankingTM.





The
      tremendous flexibility enabled by the comprehensive data model and multi-tier
      architectural design of InBankingTM has been fully recognized, identifying the
      potential to further develop InBankingTM beyond treasury and capital markets.
      Additionally, InBankingTM is modular and can therefore be implemented as
      best-of-breed solutions for, as an example, front-office trading, middle office
      credit or market risk, or back office settlement. InBankingTM can also be
      implemented to support all these areas, plus others, as a single fully
      integrated solution.





*NetSol
      Technology Institute*





Recently
      started by the Company, and formerly NetSol Omni, the NetSol Technology
      Institute (“NTI”) has been started with the goal of playing a vital role in the
      transition phase of the Pakistan IT industry by creating a pool of skilled
      IT
      human resources. NTI is aimed at building a strong educational base, initially
      as an institute, then branching out either as a wholly owned chain or franchise.
      NTI offers specialized career oriented trainings and workshops on the latest
      tools and technologies. The curriculum is based on current and future industry
      needs and resource requirements. The instructors are industry practitioners
      sharing their personal experiences during the training. NTI delivers training
      on
      different platforms including in-house training and third party arrangements.
      We
      hope to enter into collaborations with international industry consortiums such
      as the American Society for Quality for endorsement of our trainings.





To
      meet
      the current supply shortage of IT technicians, NTI has initiated an innovative
      certification called STC to bridge this divide between demand and supply. STC
      is
      a fast track, 1 year certification aimed at producing technicians that can
      be
      used by the IT industry.




*Outsourcing
      Services-NetSol-Innovation (EI)*





In
      November 2004, the Company entered into a joint venture agreement with the
      Innovation Group (formerly referred to as TiG), (“TiG”) whereby the TIG-NetSol
      (Pvt) Ltd., now NetSol-Innovation (Pvt) Ltd., (“EI”), a Pakistani company,
      provides support services enabling TiG to scale solution delivery operations
      in
      key growth markets. TiG-NetSol operations are centered in NetSol’s IT Village,
      Lahore, Pakistan. NetSol owns a majority of the venture. The entities share
      in
      the profits of the joint venture on the basis of their shareholding. The
      outsourcing model between TiG and NetSol involves services pertaining to
      business analyses, configuration, testing, software quality assurance (SQA),
      technical communication as well as project management for TiG software. Today,
      NetSol has developed extensive expertise across the insurance domain and has
      become a center of excellence.





Initiated
      with a 10 person outsourcing team in Lahore in February 2005, this arrangement
      has extended to a 130 person team in June 2008 with the additional resources
      catering to the increased influx of outsourcing of configuration and testing
      assignments from Innovation Group. Prominent Innovation Group’s customers being
      serviced from Lahore include Allstate Insurance Canada, Avis Budget Car Rental
      Group USA, Norwich Union UK, Hertz UK, Aviva Canada, Erinaceous UK and many
      others. Backed up by a dedicated 4Mbps fiber optic link and an additional 2Mbps
      wireless backup link for communication and teleconferencing, this arrangement
      allows NetSol's human resources to efficiently and effectively respond to
      additional outsourcing and offshore configuration work.


12


*Growth
      through Acquisition and Alliance*





The
      acquisitions of CQ Systems, Ltd. in 2005 (now “NTE”) and McCue Systems, Inc. in
      2006 (now “NTNA”), finalized the implementation of our mergers and acquisition
      plan developed in mid-2004. In this plan, NetSol management identified mergers
      and acquisitions as potential methods of capitalizing on the demand of the
      Company’s flagship product, LeaseSoft, on infiltrating previously untapped or
      under-tapped markets, and as a means of launching its treasury banking software
      systems. The completion of these acquisitions provides NetSol with positioning
      as the only software supplier in the leasing space with a global footprint
      of
      installed customers in each geographic region throughout the world. This,
      together with the visible turnaround in the services and outsourcing sectors
      in
      global markets, led to a growth strategy encompassing both organic growth and
      mergers and acquisitions.





The
      Company continues to explore mergers and acquisition opportunities with a focus
      on strategic acquisitions that provide immediate, strong, bottom line benefits.
      Management believes that an ideal target will fulfill one or many of these
      criteria: geographic synergy/providing a foot print in a market; unique and/or
      complimentary product lines; provide additional, and cost effective development
      hubs, or complimentary or target customers in a previously untapped market.
      While there is no guaranty that an acquisition which appears to be sound will
      ultimately benefit the Company, management continues to analyze the price,
      value
      and market of any potential target. The model of targeting well established,
      profitable product companies, within NetSol’s domain, management believes, has
      proven successful with our recent acquisitions. Management believes this model
      can be replicated over the next three years.




*Growth
      through Establishing Partner Networks*





NetSol
      is
      well aware that market reach is essential to effectively market IT products
      and
      services around the globe. For this purpose, the Company is looking forward
      to
      establishing a network of partners worldwide. These companies will represent
      NetSol in their respective countries and will develop business for NetSol.
      Keeping these strategic objectives in view, NetSol has entered into a mutually
      non-exclusive agreement with Singapore Computer Systems (“SCS”) that allows SCS
      to market LeaseSoft in the entire Asia Pacific region.





NetSol
      is
      a member of the world’s largest equipment leasing association, the Equipment
      Leasing and Finance Association of North America or ELFA. Boasting more than
      1,000 members, the ELFA is a strong presence in the $250 billion North American
      market.





*Strategic
      Alliances*





With
      its
      leadership position in technology and software development in Pakistan, NetSol
      has been actively involved in a number of partnerships with multiple
      international entities and corporations. These include joint ventures, systems
      integration, local services, as well as consulting for large enterprises. Some
      of NetSol’s partners in Pakistan are:





·  OracleMicrosoft
      Gold Partner


·  IBM
      Business Partner


·  Sun
      Microsystems


·  HP
      DSPP
      Partner


·  Daimler
      Financial Services


·  Innovation
      Group PLC UK


·  GE


·  Software
      Engineering Institute


·  Kaspersky
      Lab


·  SAP


·  Business
      Objects


·  IBM-Internet
      Security System


·  REAL





U.S.
      and
      UK partners include Real Consulting, Field Solutions, Group 88 and Lease
      Dimensions.


13


Daimler
      Financial Services (“DFS”) Asia Pacific has established an “Application Support
      Center (ASC)” in Singapore to facilitate the regional companies in LeaseSoft
      related matters. This support center is powered by highly qualified technical
      and business personnel. ASC LeaseSoft in conjunction with NetSol Technologies
      Ltd. Lahore are supporting DFS companies in seven different countries in Asia
      and this list can increase as other DFS companies from other countries may
      also
      opt for LeaseSoft. In July, 2008, the Company entered into a new Frame Agreement
      with Daimler Financial Services AG (“DFS”) for Asia Pacific and Africa region.
      This agreement, which serves as a base line agreement for use of the LeaseSoft
      products by DFS companies and affiliated companies, represents an endorsement
      of
      the LeaseSoft product line and the capabilities of NetSol to worldwide
      DFSentities. This continued endorsement has had a tremendous impact on our
      perspective customers, it has helped our sales and Business Development
      personnel to market and sell our LeaseSoft solution to blue chip customers
      around the world. This relationship has resulted in new agreements with DFS
      and
      has served as a marketing source which has resulted in agreements with companies
      such as Toyota and BMW.





NTE’s
      strategic relationship with Field Solutions provided the Company with the
      opportunity to increase product sales of Evolve, particularly for brokers
      looking to start their own book. The Field Solutions strategic relationship
      has
      now been expanded through collaboration on Sales Pricing Tools to facilitate
      tax
      based leasing operations in the middle to big ticket market segment, further
      extending the regions’ product and market reach.





*Technical
      Affiliations*





The
      Company currently has technical affiliations such as: a MicroSoft Certified
      GOLD
      Partner; a member of the Intel Solution blueprint Program; IBM Business Partner
      and, an Oracle Certified Partner.





**Marketing
      and Selling**





*The
      Marketing Program*





NetSol
      management continues its optimism that the Company will experience ever
      increasing opportunities for its product and services offerings in 2008 and
      beyond. The Company is aggressively growing the marketing and sales
      organizations in the United Kingdom, in conjunction with NTE, in Pakistan with
      NetSol PK and, with NTNA in the Americas. Management believes that the year
      2009
      will follow 2008 and 2007 as a year for continued growth, the launching of
      footprints in new markets, such as the Middle East, South and Central America,
      and penetration of established markets such as North America, Asia Pacific
      and
      Europe.





While
      affiliations and partnering resulted in potential growth for the Company,
      marketing and selling remain essential to building Company revenue. The
      objective of the Company's marketing program is to create and sustain preference
      and loyalty for NetSol as a leading provider of enterprise solutions, e-services
      consulting, software solutions and business process outsourcing. Marketing
      is
      performed at the corporate and business unit levels. The corporate marketing
      department has overall responsibility for communications, advertising, public
      relations and the website and, also engineers and oversees central marketing
      and
      communications programs for use by each of the business units.





A
      number
      of new marketing initiatives have either been launched or are in the pipeline.
      These programs are designed to create brand awareness and to deliver our message
      directly to our target group. As the company has evolved in the past few years,
      the number of solutions and service offerings has grown manifolds. The depth
      and
      breadth of our products and services would be more effectively marketed by
      participation in more industry events, advertising, holding seminars, delivering
      keynote addresses and creating more channel distribution. Our key marketing
      initiatives have been designed to transition the brand equity built by the
      NTNA
      and NTE brands to the Company as a whole.





Our
      dedicated marketing personnel, within the business units, undertake a variety
      of
      marketing activities, including sponsoring focused client events to demonstrate
      our skills and products, sponsoring and participating in targeted conferences
      and holding private briefings with individual companies. We believe that the
      industry focus of our sales professionals and our business unit marketing
      personnel enhances their knowledge and expertise in these industries and will
      generate additional client engagements.





*The
      Markets*





NetSol
      provides its services primarily to clients in global commercial industries.
      In
      the global commercial area, the Company's service offerings are marketed to
      clients in a wide array of industries including, automotive, chemical, textiles,
      Internet marketing, software, medical, banks, higher education and
      telecommunication associations, and, financial services.





Geographically,
      NetSol has operations on the West Coast of the United States, Central Asia,
      Europe, and Asia Pacific regions and is planning to establish an office in
      the
      United Arab Emirates as part of its Middle East strategy. NetSol took the
      initiative as the first US Nasdaq listed company to dual list on the DIFX in
      Dubai. This move was primarily to introduce NetSol to the potential of the
      very
      rich Middle Eastern countries. By design, NetSol has increased its brand
      recognition in one of the most vibrant and dynamically growing
      regions.


14


NetSol
      will continue to manage LeaseSoft pre-sales support and deliveries by having
      two
      specialized pools of resources for each of the five products under LeaseSoft.
      One group focuses on software development required for customization and
      enhancements. The second group comprises of LeaseSoft consultants concentrating
      on implementation and onsite support. Both groups are being continually trained
      in the domain of finance and leasing, system functionality, communication
      skills, organizational behavior and client management.





The
      Asian
      continent, Australia and New Zealand, from the perspective of LeaseSoft
      marketing, are targeted by NetSol Technologies from its Lahore subsidiary,
      its
      offices in Beijing, and it’s newly opened business and technical support office
      in Bangkok, Thailand. NetSol UK through its base in Horsham, United Kingdom,
      focuses on the European market. The marketing for LeasePak and LeaseSoft in
      USA
      and Canada is carried out directly by the North American division.




NetSol
      has established a strategy to aggressively market LeaseSoft in various regions
      of the world. As part of the strategy, NetSol has forged alliances with
      reputable IT companies and has already appointed distributors in Singapore
      and
      Greece. NetSol has entered into a mutually non-exclusive agreement with
      Singapore Computer Systems (SCS) that allows SCS to market LeaseSoft in the
      entire Asia Pacific Region. Furthermore, NetSol is looking forward to developing
      partner networks all across the world with reputable companies.





During
      the last two fiscal years, the Company's revenue mix by major markets was as
      follows:








2008
            
            2007Asia
                Pacific Region (NetSol PK, NetSol-Innvation, Abraxas)
            
            
            66.01
            %
            
            61.04
            %Europe
                (NTE, UK Ltd.)
            
            
            20.95
            %
            
            18.72
            %North
                America (NetSol Technologies, Inc., NTNA)
            
            
            10.83
            %
            
            16.92
            %Telecom
                Sector (NetSol Connect)
            
            
            2.21
            %
            
            3.32
            %Total
                Revenues
            
            
            100.00
            %
            
            100.00
            %





**Fiscal
      Year 2007-2008 Performance Overview**





The
      Company has effectively expanded its development base and technical capabilities
      by training its programmers to provide customized IT solutions in many other
      sectors and not limiting itself to the lease and finance industry.





**NetSol
      Technologies Ltd. (“NetSol PK”)**


Our
      off-shore development facility continues to perform strongly and has enhanced
      its capabilities and expanded its sales and marketing activities. The Lahore
      operation supports the worldwide customer base of the LeaseSoft suite of
      products and all other product offerings. NetSol has continued to lend support
      to the Lahore subsidiary to further develop its quality initiatives and
      infrastructure. The programming and development facility in Pakistan, being
      the
      engine which drives NetSol worldwide, continues to be the major source of
      revenue generation. The Pakistan operation contributed 54% of the 2008 revenues
      with $19.6 million in revenues for the current year with a net profit of $9.8
      million before adjusting the minority interest. This was accomplished primarily
      through export of IT services and product licensed to both the domestic and
      overseas markets.


15


While
      available to support its product and services base on a world-wide basis, NetSol
      PK’s selling and marketing efforts are focused on Asia Pacific, China and Middle
      East. In China, the company has established a business office in the capital
      city of Beijing from which it expects to have more business in the future.
      Business offices in Bangkok, Thailand and Australia have been added in order
      to
      provide business and technical support for the Company’s customers.





NetSol
      has signed on new customers for LeaseSoft as well as for bespoke development
      services. For LeaseSoft the following new projects were earned by the Company:





·
            11
                new implementation contracts signed during the
                year.


·
            Of
                these, 7 new contracts signed during the fourth
                quarter.


·
            New
                names in the customer list, including Fiat Automotive Finance, CNH
                Capital, and a large automotive blue chip company in
                China.


·
            The
                addition of the Fleet Management System to the LeaseSoft
                Suite.





Its
      current client base includes Mercedes Benz Financial Services (Australia, Japan,
      New Zealand, Singapore, South Korea, Thailand, China and Taiwan), Yamaha Motors
      Finance Australia, Toyota Motors Finance China, Toyota Leasing Thailand,
      Finlease Commercial Bank of Mauritius, CNH Capital Australia, Fiat Automotive
      Finance China, Dongfeng Nissan Auto Finance China, BMW Financial Services in
      China and Al Amthal Leasing Saudi Arabia.





Information
      technology services are valuable only if they fulfill the business strategy
      and
      project objectives set forth by the customer. NetSol’s expert consultants have
      the technical knowledge and business experience to ensure the optimization
      of
      the development process in alignment with basic business principles. The Company
      offers a broad array of professional services to clients in the global
      commercial markets and specializes in the application of advanced and complex
      IT
      enterprise solutions to achieve its customers' strategic objectives. Services
      customers include:





**Netsol
      Technologies Europe, Ltd. (“NTE”)**





In
      February 2005, NetSol acquired 100% of CQ Systems Ltd., (now NetSol Technologies
      Europe, Ltd. “NTE”) an IT products and service company based in the UK. As a
      result of this acquisition, NetSol has access to a broad European customer
      base
      using IT solutions complementary to NetSol’s LeaseSoft product. NetSol plans to
      leverage NTE’s knowledge base and strong presence in the Asset Finance market to
      launch LeaseSoft in the UK and continental Europe.





NTE’s
      integration has included the continued leverage of the Company’s high quality
      but lower cost resources in its offshore development center in Lahore, Pakistan.
      This phase of the transition plan has been completed whereby a dedicated team
      of
      software engineers and testers have been trained on the NTE product suite and
      most of the quality assurance, documentation and some of the CQ products core
      software development activities have been transitioned to Lahore. NTE has been
      able to implement significant productivity and cost improvements which have
      included realizing the higher level of cost efficiencies of using the Lahore
      offshore facility for software development and quality assurance.




NetSol
      Technologies Limited, the Company’s original UK subsidiary, is responsible for
      the Company’s activities in the Middle East region; plus ongoing marketing and
      sales of the LeaseSoft portfolio of leasing solutions and NetSol’s range of on
      and off-shore IT services. The Company plans to integrate this entity with
      NTE
      and merge the Mid East business with the upcoming Dubai operation.





The
      combined NTE group contributed approximately $7.7 million in revenues during
      the
      current fiscal year or 21% of the Company’s revenues. The total net income was,
      approximately, $1.8 million.





A
      few of
      NTE’s recent accomplishments include:





·
            In
                collaboration with its strategic partner Real Consulting Information
                Systems S.A. of Athens, Greece ("Real Consulting S.A."), signed an
                agreement with a major European Bank to implement LeaseSoft within
                its
                growing financial leasing unit. The Bank is an international banking
                organization that offers its products and services both through its
                network of over 1,500 branches and points of sale and through alternative
                distribution channels.


·
            Kaupthing
                Singer and Friedlander goes live in February 2008 with the full web
                based
                proposal management and credit underwriting solution, a complete
                replacement of the web front end with an NTE
                product


16


·
            BNP
                Paribas LG NL goes live in May 2008 with
                LSA


·
            Venture
                Finance goes live in December 2007


·
            Execution
                of a reseller’s agreement for LeaseSoft Asset with a strong software
                provider in Africa





**NetSol
      Technologies North America (“NTNA”)**




NTNA
      provides the leasing technology industry in the development of Web-enabled
      and
      Web-based tools to deliver superior customer service, reduce operating costs,
      streamline the lease management lifecycle, and support collaboration with
      origination channel and asset partners. NTNA customers include such companies
      as
      Hyundai, JP Morgan/Chase, KeyCorp Leasing, City National Bank, Terex Corp.,
      National City Capital Corp., ORIX, and Volkswagen Credit.





NTNA
      contributed approximately $4.0 million in revenues during the current fiscal
      year or 11% of the Company’s revenues. The total net loss was, approximately,
      $910,000.





This
      division underwent restructuring and reorganization in June 2008. Due to change
      of senior management in 2008, the new business activity slowed down while the
      maintenance revenue continued.





**NetSol-Innovation**





In
      November 2004, the Company entered into a joint venture agreement with the
      Innovation Group (formerly referred to as TiG, (“TiG”) whereby the TIG-NetSol
      (Pvt) Ltd., now NetSol-Innovation (Pvt), Ltd., (“EI”), a Pakistani company,
      provides support services enabling TiG to scale solution delivery operations
      in
      key growth markets. TiG-NetSol operations are centered in NetSol’s IT Village,
      Lahore, Pakistan. NetSol owns a majority of the venture. The entities share
      in
      the profits of the joint venture on the basis of their shareholding. The
      outsourcing model between TiG and NetSol involves services pertaining to
      business analyses, configuration, testing, software quality assurance (SQA),
      technical communication as well as project management for TiG software. Today,
      Netsol has developed extensive expertise across the insurance domain and has
      become a center of excellence with a 130 person team





The
      joint
      venture, NetSol-Innovation, contributed approximately $4.2 million in revenue
      during the current fiscal year or 11% of the Company’s revenues. The total net
      profit was, approximately, $2.1 million before adjusting for the 49.9% minority
      interest in earnings.





**NetSol
      Connect (Pvt) Limited**





In
      August
      2003, NetSol entered into an agreement with United Kingdom based Akhter Group
      PLC (Akhter). Under the terms of the agreement, Akhter Group acquired 49.9%
      of
      the Company’s subsidiary; Pakistan based NetSol Connect (Pvt) Ltd., an Internet
      service provider (ISP) in Pakistan. In fiscal year 2004, NetSol Connect steadily
      grew its presence in three cities (Karachi, Lahore and Islamabad) by acquiring
      a
      small Internet online company called Raabta Online. This created a national
      presence for wireless broadband business in key markets that have experienced
      explosive growth. NetSol Connect with its new laser and wireless technologies
      has a potential to become a major brand in Pakistan. The partnership with Akhter
      Computers is designed to rollout the services of connectivity and wireless
      to
      the Pakistani national market.





NetSol
      Connect (Pvt) Ltd. will continue to seek to grow revenues. The revenue
      contribution for NetSol Connect during the current fiscal year was $811,000
      or
      about 2% of revenues. The total net loss was $8,800 before adjusting the
      minority interest in losses.





**LeaseSoft
      Sales**





NetSol
      has signed on new customers for LeaseSoft as well as for bespoke development
      services. For LeaseSoft the following new projects were earned by the Company:





·
            11
                new implementation contracts signed during the
                year.


·
            Of
                these, 7 new contracts signed during the fourth
                quarter.


·
            New
                names in the customer list, including Fiat Automotive Finance, CNH
                Capital, and a large automotive blue chip company in
                China.


·
            The
                addition of the Fleet Management System to the LeaseSoft
                Suite.


17


The
      current LeaseSoft client base includes Daimler Financial Services (Australia,
      Japan, New Zealand, Singapore, South Korea, Thailand, China and Taiwan),
      Mercedes-Benz Finance Japan, Yamaha Motors Finance Australia, Toyota Motors
      Finance China, Toyota Leasing Thailand, Mauritius Commercial Bank, Finlease
      Company Limited, CNH Capital Australia, Fiat Automotive Finance China, Large
      Automotive Bluechip Company in China and BMW Financial Services in China.





**Technology
      Campus**





Due
      to
      the Company’s global growth, the NetSol development infrastructure has required
      expansion. Management and the Board have approved the construction of a new
      structure behind the current NetSol tower in Lahore.





The
      original Technology Campus was completed in May 2004 and the Lahore operations
      relocated to the facilities in May 2004. The facility was formally inaugurated
      by the former Prime Minister of Pakistan H.E. Shaukat Aziz on March 4, 2005.
      The
      campus has been declared a Software Technology Park by the Government of
      Pakistan. The Government has also financed the linking of the campus with the
      high speed fiber optic backbone capable of providing 155 MB internet bandwidth.
      The Internet bandwidth is effectively utilized to offer state of the art video
      conferencing and VOIP (Voice over IP) facilities for effective and seamless
      communication with our global customer base. Encompassing a covered area of
      more
      than 55,000 square feet and housing over 600 professionals, this is one of
      the
      largest such facilities for IT services in the region. During the current fiscal
      year, NetSol PK needed to expand its space due to its growth. It has made
      arrangements with the owner of the adjacent land to build an office to the
      Company’s specifications and the Company agreed to help pay for the development
      of the land in exchange for discounted rent for the next three
      years.  In
      addition, NetSol PK has begun work on building a new building behind the current
      one. The enhancement of infra-structure is necessary to meet the company’s
      growth in local and international business.  In
      addition to being the headquarters for NetSol’s subsidiaries in Pakistan, it
      also serves the NetSol group’s global services and products development
      facility. The CMMi Level 5 rated facility ensures quality engineering practices
      to its clients across the globe. The campus site is located in Pakistan's second
      largest city, Lahore, with a population of six million. An educational and
      cultural center, the city is home to most of the leading technology oriented
      academia of Pakistan including names like LUMS, NU-FAST & UET. These
      institutions are also the source of quality IT resources for the Company. Lahore
      is a modern city with very good communication and solid infrastructure and
      road
      network. The Technology campus is located at about a 5-minute drive from the
      newly constructed advanced and high-tech Lahore International Airport. This
      campus is the first purpose built software building with state of the art
      technology and communications infrastructure in Pakistan. The investment made
      by
      the company in developing this technology campus is proving to be highly
      effective in attracting new business not only from global blue chip customers
      but also from the fast developing Pakistan market.




**People
      and Culture**





The
      Company believes it has developed a strong corporate culture that is critical
      to
      its success. Its key values are delivering world-class quality software,
      client-focused timely delivery, leadership, long-term relationships, creativity,
      openness and transparency and professional growth. The services provided by
      NetSol require proficiency in many fields, such as software engineering, project
      management, business analysis, technical writing, sales and marketing,
      communication and presentation skills. Every one of our software developers
      is
      proficient in the English language. English is the second most spoken language
      in Pakistan and is mandatory in middle and high schools.





To
      encourage all employees to build on our core values, we reward teamwork and
      promote individuals who demonstrate these values. NetSol offers all of its
      employees the opportunity to participate in its stock option program. Also,
      the
      Company has an intensive orientation program for new employees to introduce
      our
      core values and a number of internal communications and training initiatives
      defining and promoting these core values. We believe that our growth and success
      are attributable in large part to the high caliber of our employees and our
      commitment to maintain the values on which our success has been based. NetSol
      worldwide is an equal opportunity employer. NetSol attracts professionals not
      just from Pakistan, where it is very well known, but also IT professionals
      living overseas.





Management
      believes it has been successful in capitalizing on the “Reverse Brain Drain”
phenomenon whereby it has been able to attract and retain highly qualified
      and
      suitably experienced IT and management professionals working overseas and
      returning to Pakistan. These include senior management as well as software
      development professionals that directly contribute to the organization’s
      improvement of various engineering processes and procedures at NetSol.





NetSol
      believes it has gathered, over the course of many years, a team of very loyal,
      dedicated and committed employees. Their continuous support and belief in the
      management has been demonstrated by their further investment of cash. Most
      of
      these employees have exercised their millions of stock options . Management
      believes that its employees are the most invaluable asset of NetSol.


18


Overall,
      NetSol as a global IT company has over 20% female employees with the biggest
      concentration in our development facility in Lahore and in the U.S.
      headquarters. The Company is an equal opportunity employer. Being a successful
      company with a well respected name in the business community, NetSol encourages
      its employees to actively participate and contribute to charitable contributions
      for catastrophic tragedies anywhere in the globe.





There
      is
      significant competition for employees with the skills required to perform the
      services we offer. The company runs an elaborate training program for different
      cadre of employees ranging from technical knowledge, business domains as well
      as
      communication, management and leadership skills. The Company believes that
      it
      has been successful in its efforts to attract and retain the highest level
      of
      talent available, in part because of the emphasis on core values, training
      and
      professional growth. We intend to continue to recruit, hire and promote
      employees who share this vision.





As
      of
      June 30, 2008, we had 959 full-time employees and 38 part-time employees;
      comprised of 775 IT project and technical personnel in Pakistan, UK, Australia,
      and US; and 222 non-IT personnel in Pakistan, UK, Australia and US. The non-IT
      personnel include 43 employees in management, 51 employees in sales and
      marketing, 28 employees in accounting, 18 in customer support, and 82 in general
      and administration. None of our employees are subject to a collective bargaining
      agreement. Our telecom subsidiary NetSol Connect has 78 full time employees
      based in Karachi, Pakistan, which are included in the total full-time employee
      count.





**Competition**





Neither
      a
      single company nor a small number of companies dominate the IT market in the
      space in which the Company competes. A substantial number of companies offer
      services that overlap and are competitive with those offered by NetSol. Some
      of
      these are large industrial firms, including computer manufacturers and computer
      consulting firms that have greater financial resources than NetSol and, in
      some
      cases, may have greater capacity to perform services similar to those provided
      by NetSol.





In
      the
      LeaseSoft business space, the barriers to entry are getting higher. The products
      are getting more cutting edge and richness in functionality is paramount. Older
      companies have prolonged the life of their legacy products by creating web-based
      front ends, while the core of the systems has not been re-engineered.





In
      the
      case of LeaseSoft, we compete chiefly against leading suppliers of IT solutions
      to the financial industry, including names such as Fimasys, International
      Decision Systems (IDS), Data Scan, CHP Consulting, 3i Infotech, Finnone and
      Nucleus Software. In the LeaseSoft business space, the barriers to entry are
      getting higher. The products are getting more cutting-edge, and richness in
      functionality is paramount. Older companies have prolonged the life of their
      legacy products by creating web-based front ends, while the core of the systems
      has not been re-engineered.





In
      the IT
      based business services areas, we compete with both smaller local firms and
      many
      global IT services providers, including names such as Wipro, InfoSys, Satyam
      Infoway, HCL and TCS (Tata Consulting).





Our
      competition mostly are based in high cost locations in the US, UK and Europe
      as
      opposed to NetSol with its facility in Lahore. NetSol is now the only company
      in
      the leasing and finance solution space that provides regional solutions in
      North
      America, Europe and Asia Pacific. In addition, it is the only company in this
      space that is publicly listed and provides an offshore development
      infrastructure with CMMi level 5 accreditation.




Some
      of
      the competitors of the Company are International Decisions Systems, EDW, Data
      Scan, AIPAC, CHP, KPMG, LMK Resources, Systems Innovation (Si3), Bearing Point,
      Kalsoft, Systems Limited, Oratech Pakistan, TechAccess Pakistan a few others.
      These companies are scattered worldwide geographically. In terms of offshore
      development, we are in competition with some of the Indian companies such as
      Wipro, HCL, TCS, InfoSys, Satyam Infoway and others. Many of the competitors
      of
      NetSol have longer operating history, larger client bases, and longer
      relationships with clients, greater brand or name recognition and significantly
      greater financial, technical, and public relations resources than NetSol.
      Existing or future competitors may develop or offer services that are comparable
      or superior to ours at a lower price, which could have a material adverse effect
      on our business, financial condition and results of operations.


19


**Customers**




Some
      of
      the customers of NetSol include: Mercedes Benz Financial Services (Australia,
      Japan, New Zealand, Singapore, South Korea, Thailand, China and Taiwan), Yamaha
      Motors Finance Australia, Toyota Motors Finance China, Toyota Leasing Thailand,
      Finlease Commercial Bank Mauritius, CNH Capital Australia, Fiat Automotive
      Finance China, Dongfeng Nissan Auto Finance China, BMW Financial Services China
      and Al Amthal Leasing Saudi Arabia. Volkswagen Credit U.S. & Canada; Hyundai
      Motor Finance; Keycorp Leasing; Chase Equipment Finance; National City
      Commercial Credit; City National Bank; and, Terex Corporation In addition,
      NetSol provides offshore development and testing services to The Innovation
      Group Plc UK and their blue chip global insurance giants like Allstate, Cendent,
      etc. The JV with The Innovation Group contributes to about 12% of NetSol’s
      revenues. NetSol is also a strategic business partner for Daimler (which
      consists of a group of many companies), which accounts for approximately 5%
      of
      our revenue. Toyota Motors (which consists of a group of many companies)
      accounts for approximately 3% of our revenues. Nissan Auto Finance (which
      consists of a group of many companies) accounts for approximately 11% of our
      revenues. However no single client represents more than 10% of the revenue
      for
      the fiscal year ended June 30, 2008.





As
      compared to the previous year, NetSol PK was able to materialize a number of
      services contracts within the local Pakistani public and defense sectors. In
      2008 NetSol PK has continued to make strides in the land recording sector by
      winning two pilot projects in different cities of Pakistan. This year, NetSol,
      has gone a step further by providing consultancy services to organizations
      so as
      to improve their quality of operations and services in addition to winning
      strategically important assignments within the E-Governance domain for
      organizations of national significance in Pakistan, including the Ministry
      of
      Health and Establishment Division. Also, Netsol was able to secure a major
      defense sector hospital for its HMIS solution. Its clients include private
      as
      well as public sector enterprises. Also, NetSol was successful in consolidating
      its standing as one of the preferred solutions provider for the Military sector
      and Defense organizations. The NetSol service portfolio has now diversified
      into
      a comprehensive supply chain of end to end services and solutions catering
      to
      BPR, consultancy, applications development, and systems engineering and
      integration, as well as other supporting processes for turnkey projects.





**Web
      Presence**





The
      Company is committed to regaining and extending the advantages of its direct
      model approach by moving even greater volumes of product sales, service and
      support to the Internet. The Internet provides greater convenience and
      efficiency to customers and, in turn, to the Company. The company maintains
      two
      corporate websites, www.NetSoltech.com and www.NetSolpk.com for its
      Global and Pakistani audience, respectively. The Company also maintains a
      product specific website for LeaseSoft: www.leasesoft.biz .





NetSol’s
      software development and SQA team as well as its clients use its web based
      customer relationship management solution (HelpDesk) for timely and direct
      communication, as part of providing ongoing support and maintenance services.
      More details can be found on http://www.netsolhelp.com .





Through
      the company’s web sites, its customers, both existing and potential, and
      investors can access a wide range of information about its product offerings,
      and support and technical matters.





**Corporate
      Structure**





The
      Company's headquarters are in Calabasas, California. Nearly 70% of the
      programming and development is carried out at NetSol’s technology campus in
      Lahore, Pakistan. The other 30% of development is conducted in the Proximity
      Development Center or "PDC" in Horsham, UK and the U.S. development facility
      located in the San Francisco Bay Area of California. This signifies the newly
      launched ‘BestShoring’ model by providing the best services at the most
      efficient pricing model. The marketing effort is shared and coordinated between
      the primary divisions operating at NetSol PK. in Lahore, Pakistan; NetSol UK,
      NTE in the UK; and NTNA in the U.S. US marketing operations are conducted
      through the parent and NTNA. These are the core operating companies engaged
      in
      developing and marketing IT solutions and software development and marketing.
      An
      initiative is underway to unify the look and feel of all advertising, branding
      and marketing material.





NetSol
      UK, together with NTE, services and supports the clients in the UK and Europe.
      NetSol PK services and supports the customers in the Asia Pacific and South
      Asia
      regions. NTNA, together with the parent, supports all of the North American
      customers.


20


NetSol
      has initiated the launch of Dubai based presence to promote and market its
      business in one of the most vibrant and dynamic regions. The rationale of
      approaching the Dubai-Mid East market is to leverage NetSol’s global footprint
      and brand recognition. There is apparent appetite and loyalty of Middle East
      businesses with Pakistan based IT resources and NetSol expects to see strong
      traction in coming years.





Despite
      numerous challenges facing Pakistan in 2008 due to political unrest and economic
      pressure, according to reports from World Bank ranking, most rank Pakistan
      as
      the 60 th country
      in the ease of doing business ahead of both China and India.





The
      IT
      and telecommunication sector is the fastest growing sector in Pakistan mostly
      due to growing privatization, relaxed policies and a 15 year tax holiday on
      IT
      exports of services and products. These policies have strongly encouraged
      companies, like NetSol, to enhance its infrastructure and develop a solid and
      formidable team of IT professionals.





The
      Company has seen noticeable demand from APAC and UAE region to use NetSol PK
      development infrastructure that offers competitive price and technology
      advantage to serve its customers.





A
      few of
      NetSol’s major successes achieved in 2008 were:




*
            Adding
                5 new clients in China in the last 18 months, continuing its status
                as the
                Company’s biggest single market


*
            A
                turnaround in our Australian market adding new names such as CNH
                Australia


*
            Launch
                of Thailand office


*
            Robust
                growth of NetSol’s joint venture with Innovation Group, over 130
                programmers dedicated


*
            Continued
                addition of blue chip customers such as Terex Corp, Fiat, Toyota
                Financial, blue chip names in the US and
                Investec





From
      the
      point of view of the interests of our foreign partners and customers in NetSol,
      Pakistan remains a safe place to do business. The specific successes achieved
      from the acquisitions of CQ Systems (NTE) and McCue Systems (NTNA) endorses
      the
      fact that Pakistan is a safe place to do business when compared to many other
      troubled spots in the globe. Our best and proven business case is the NetSol
      -
      Innovation Group joint venture. This represents the best example of not only
      NetSol’s capabilities but the ability of a Pakistan based company to achieve off
      shore business model success for a Western based company. This joint venture
      provides the major US and UK customers of Innovation Group in the UK with world
      class service from NetSol Pakistan, enhancing the client’s productivity at much
      more attractive prices. Under any geo-political challenges, the Company is
      quite
      prepared in any contingency to use alternate development facilities located
      in
      Beijing (China), Horsham (UK), Emeryville (USA) and Adelaide (Australia). These
      locations mitigate any underlying risk due to any geopolitical crises.





**Organization**





NetSol
      Technologies, Inc. (formerly NetSol International, Inc.) was founded in 1997
      and
      is organized as a Nevada corporation. The Company amended its Articles of
      Incorporation on March 20, 2002 to change its name to NetSol Technologies,
      Inc.





The
      success of the Company, in the near term, will depend, in large part, on the
      Company's ability to: (a) continue to grow revenues and improve profits, (b)
      raise funds for continued operations and growth; (c) make a major entry in
      the
      US market and, (d) streamline sales and marketing efforts in the Asia Pacific
      region, Europe, the Middle East, Japan and Australia. However, management's
      outlook for the continuing operations, which has been consolidated and has
      been
      streamlined, remains optimistic and bullish. With continued emphasis on a shift
      in product mix towards the higher margin consulting services, the Company
      anticipates to be able to continue to improve operating results at its core
      by
      reducing costs and improving gross margins. Management has effectively achieved
      a seamless transition and integration of NTE and NTNA with NetSol front end
      and
      back end operations.





**Intellectual
      Property**





The
      Company relies upon a combination of nondisclosure and other contractual
      arrangements, as well as common law trade secret, copyright and trademark laws
      to protect its proprietary rights. The Company enters into confidentiality
      agreements with its employees, generally requires its consultants and clients
      to
      enter into these agreements, and limits access to and distribution of its
      proprietary information. The NetSol logo and name, as well as the LeaseSoft
      logo
      and product name have been copyrighted and trademark registered in Pakistan.
      The
      Company intends to trademark and copyright its intellectual property as
      necessary and in the appropriate jurisdictions.


21





**Governmental
      Approval and Regulation**





Current
      Company operations do not require specific governmental approvals. Like all
      companies, including those with multinational subsidiaries, we are subject
      to
      the laws of the countries in which the Company maintains subsidiaries and
      conducts operations. Pakistani law allows a tax exemption on income from exports
      of IT services and products up to 2016. While foreign based companies may invest
      in Pakistan, repatriation of their investment, in the form of dividends or
      other
      methods, requires approval of the State Bank of Pakistan. The present Pakistani
      government has effectively reformed the policies and regulations effecting
      foreign investors and multinational companies thus, making Pakistan an
      attractive and friendly country in which to do business.





**Research
      and Development**




In
      anticipation of an upcoming World Bank funded program, NetSol Pakistan has
      been
      proactively undertaking a Research and Development exercise to develop a proof
      of concept for “computerization of Land Records Management Information System
      (LRMIS)”. NetSol’s LRMIS is developed after thorough evaluations of existing
      manual system and client/user needs, detailed system analysis and process flow
      definition. It automates various land record management registers and is
      programmed to generate key reports on multiple parameters. Overall it provides
      the benefits of timely data availability, data transparency and accuracy, cost
      effectiveness, easy transaction tracking and better decision making using
      IT-enablement in a field where its need is hugely felt. As of June 30, 2008,
      the
      Company has invested approximately $1,044,389 on this project.


22




**ITEM
      2 - PROPERTIES**





*Company
      Facilities*





The
      Company’s corporate headquarters have been located at 23901 Calabasas Road,
      Suite 2072, Calabasas, CA 91302 since 2003. It is located in approximately
      1,919
      rentable square feet, with a monthly rent of $4,754. The lease is a two-year
      lease expiring in December 2009.





Other
      leased properties as of the date of this report are as follows:





Location/Approximate
                Square Feet
            
            
            
            Purpose/Use
            
            Monthly
                Rental ExpenseAustralia
            
            
            1,140
            
            
            Computer
                and General Office
            
            $
            1,380Beijing,
                China
            
            
            431
            
            
            General
                Office
            
            $
            4,315Burlingame,
                CA (NetSol McCue)
            
            
            8,089
            
            
            Computer
                and General Office
            
            $
            16,178Emeryville,
                CA (NTNA)
            
            
            23,908
            
            
            Computer
                and General Office
            
            $
            77,880Horsham,
                UK (NetSol Europe)
            
            
            6,570
            
            
            Computer
                and General Office
            
            $
            12,528NetSol
              PK (Karachi Office)
            
            
            1,883
            
            
            General
                Office
            
            $
            1,726NetSol
                PK (Islamabad Office)
            
            
            3,240
            
            
            General
                Office & Guest House
            
            $
            1,417NetSol
                (Rawalpindi Office)
            
            
            6,200
            
            
            General
                Office
            
            $
            850Thailand
            
            
            936
            
            
            Computer
                and General Office
            
            $
            752





The
      Australia lease is a month to month lease and is rented at the rate of $1,380
      per month. The Beijing lease is a two year lease that expires in August 2009.
      The monthly rent is $4,315 per month. The Bangkok lease is a one year lease
      with
      monthly rent of $752. The NetSol Europe facilities, located in Horsham, United
      Kingdom, are leased until June 23, 2011 for an annual rent of £75,000
      (approximately $150,330). NTNA recently relocated to the Emeryville, California
      location. The Emeryville lease is a ten year lease with monthly rent of $77,880.
      NTNA’s former Burlingame, California, premises are leased until June 30, 2009
      with a monthly rent of $16,178. NTNA is actively seeking to sublet the
      Burlingame, California premises.





The
      NetSol Karachi lease is a 3 year lease that expires on December 4, 2008 and
      currently is rented at the rate of $1,726 per month. The NetSol Islamabad lease
      is a 15 year lease that expires on August 31, 2016 and currently is rented
      at
      the rate of $1,417 per month. The NetSol Rawalpindi lease is a 1 year lease
      that
      expires in January 2009 and currently is rented at the rate of $850 per
      month.





Upon
      expiration of its leases, the Company does not anticipate any difficulty in
      obtaining renewals or alternative space.





*Lahore
      Technology Campus*





The
      newly
      built Technology Campus was inaugurated in Lahore, Pakistan in May 2004. This
      facility consists of 50,000 square feet of computer and general office space.
      This facility is state of the art, purpose-built and fully dedicated for IT
      and
      software development; the first of its kind in Pakistan. Title to this facility
      is held by NetSol Technologies Ltd. and is not subject to any mortgages. The
      Company also signed a strategic alliance agreement with the IT ministry of
      Pakistan to convert the technology campus into a technology park. By this
      agreement, the IT ministry has invested nearly 10 million Rupees (approximately
      $150,000) to install fiber optic lines and improve the bandwidth for the
      facility. In order to cater for future business expansion and taking advantage
      of depressing real estate market, the company purchased two new cottages
      adjacent to its main building. Total covered area of these cottages is 4,900
      sq
      feet and it cost was approximately $250,000. The management has moved its
      accounts, finance, internal audit, company secretariat and costing and budgeting
      department into these cottages. For the recreation of its valuable human
      resources, the management has also established a gymnasium there.





23


**ITEM
      3 - LEGAL PROCEEDINGS**




To
      the
      best knowledge of Company’s management and counsel, there is no material
      litigation pending or threatened against the Company.




**ITEM
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





NetSol
      conducted its annual meeting of shareholders on May 2, 2008. The following
      are
      the items that were voted upon.




1.
      Election of Directors





The
      following persons were elected directors of the Company to hold office until
      the
      next Annual General Meeting of the Shareholders. The following sets for the
      voting tabulation for each director:





Director
            
            For
            
            Withhold
            
            Percent of Total Voted
            
            Total Shares VotedNajeeb
                Ghauri
            
            
            22,530,798
            
            
            381,810
            
            
            98.33
            
            
            22,912,608Naeem
                Ghauri
            
            
            22,527,198
            
            
            385,410
            
            
            98.31
            
            
            22,912,608Salim
                Ghauri
            
            
            22,496,507
            
            
            416,101
            
            
            98.18
            
            
            22,912,608Shahid
                Burki
            
            
            22,338,231
            
            
            574,377
            
            
            97.49
            
            
            22,912,608Eugen
                Beckert
            
            
            22,339,231
            
            
            574,224
            
            
            97.49
            
            
            22,912,608Mark
                Caton
            
            
            21,919,409
            
            
            993,199
            
            
            95.66
            
            
            22,912,608Alexander
                Shakow
            
            
            22,613,565
            
            
            299,043
            
            
            98.69
            
            
            22,912,608





2.
      Ratification of Appointment of Auditors





Kabani
      & Company Inc. was appointed as Auditors for the Company to hold office
      until the close of the next annual general meeting of the Company. The directors
      were authorized to fix the remuneration to be paid to the auditors. The
      following sets forth the tabulation of the shares voting for this
      matter.





Total
                Shares Voted
            
            For
            
            Against
            
            Abstain
            
            Percent22,912,608
            
            
            21,934,373
            
            
            813,922
            
            
            164,311
            
            
            95.73
            %




3.
      Amendment of Articles of Incorporation to Increase Capital Stock





An
      amendment of the articles of incorporation to increase the total capital stock
      to 100,000,000 was approved of which 95,000,000 shall consist of common stock,
      $.001 par value and 5,000,000 shall consist of preferred stock, $.001 par value.
      The following sets forth the tabulation of the shares voting for this
      matter.





Total
                Shares Voted
            
            For
            
            Against
            
            Abstain
            
            Broker Non-Vote
            
            Percent22,912,608
            
            
            12,282,394
            
            
            1,464,299
            
            
            62,630
            
            
            9,103,285
            
            
            53.60
            %




4.
      Adoption of the 2008 Equity Incentive Plan





The
      2008
      Equity Incentive Plan which permits the grant, pursuant to the plan, of up
      to
      1,000,000 shares of common stock of the Company was approved. The following
      sets
      forth the tabulation of the shares voting for this matter.





Total
                Shares Voted
            
            For
            
            Against
            
            Abstain
            
            Broker Non-Vote
            
            Percent22,912,608
            
            
            12,075,501
            
            
            1,518,416
            
            
            214,460
            
            
            9,103,285
            
            
            52.70
            %




24


**PART
      II**





**ITEM
      5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS;
      RECENT SALES OF UNREGISTERED SECURITIES**





(a)
      MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





MARKET
      INFORMATION - Common stock of NetSol Technologies, Inc. is listed and traded
      on
      NASDAQ Capital Market under the ticker symbol "NTWK."





The
      table
      shows the high and low intra-day prices of the Company's common stock as
      reported on the composite tape of the NASDAQ for each quarter during the last
      two fiscal years.





2007-2008
            
            2006-2007FiscalQuarter
            
            High
            
            Low
            
            High
            
            Low1st
                (ended September 30)
            
            
            3.19
            
            
            1.41
            
            
            2.00
            
            
            1.272nd
                (ended December 31)
            
            
            4.64
            
            
            2.18
            
            
            2.05
            
            
            1.403rd
                (ended March 31)
            
            
            2.75
            
            
            1.45
            
            
            2.05
            
            
            1.404th
                (ended June 30)
            
            
            3.06
            
            
            1.90
            
            
            2.05
            
            
            1.40





Common
      stock of NetSol Technologies, Inc. is also listed and traded on the Dubai
      International Financial Exchange (“DIFX”) under the ticker symbol “NTWK”
beginning on June 16, 2008.





The
      table
      shows the high and low intra-day prices of the Company’s common stock as
      reported on the DIFX for each quarter during the last two fiscal years, as
      applicable.





2007-2008
            
            2006-2007FiscalQuarter
            
            High
            
            Low
            
            High
            
            Low1st
                (ended September 30)
            
            
            —
            
            
            —
            
            
            —
            
            
            —2nd
                (ended December 31)
            
            
            —
            
            
            —
            
            
            —
            
            
            —3rd
                (ended March 31)
            
            
            —
            
            
            —
            
            
            —
            
            
            —4th
                (ended June 30)
            
            
            2.94
            
            
            2.67
            
            
            —
            
            
            —




RECORD
      HOLDERS - As of September 15, 2008, the number of holders of record of the
      Company's common stock was 247. As of September 15, 2008, there were 26,419,770
      shares of common stock issued and outstanding and 1,920 shares of preferred
      stock issued and outstanding..





DIVIDENDS
      - The Company has not paid dividends on its Common Stock in the past two fiscal
      years.





SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN





The
      table
      shows information related to our equity compensation plans as of June 30, 2008:





Number of
              securities to
              be issued
              upon
              exercise of
              outstanding
              options,
              warrants
              and rights
            
            Weighted-average
              exercise price of
              outstanding
              options, warrants
              and rights
            
            Number of securities
              remaining
              available for
              future issuance
              under equity
              compensation
              plans
              (excluding
              securities
              reflected in
              column (a))Equity
                Compensation
              Plans
                approved by
              Security
                holders
            
            
            8,064,739
            (1)
            $
            2.48(2
            )
            
            4,162,148
            (3)Equity
                Compensation
              Plans
                not approved by
              Security
                holders
            
            
            None
            
            
            None
            
            
            NoneTotal
            
            
            8,064,739
            
            $
            2.48
            
            
            4,162,148




25




(1)
            Consists
                of 16,000 under the 2001 Incentive and Nonstatutory Stock Option
                Plan;
                882,000 under the 2002 Incentive and Nonstatutory Stock Option Plan;
                479,000 under the 2003 Incentive and Nonstatutory Stock Option Plan;
                3,075,425 under the 2004 Incentive and Nonstatutory Stock Option
                Plan; and
                1,620,000 under the 2005 Incentive and Nonstatutory Stock Option
                Plan.


(2)
            The
                weighted average of the options is
                $2.59.


(3)
            Represents
                840,394 available for issuance under the 2003 Incentive and Nonstatutory
                Stock Option Plan; 51,754 available for issuance under the 2004 Incentive
                and Nonstatutory Stock Option Plan; and, 3,270,000 available for
                issuance
                under the 2005 Incentive and Nonstatutory Stock Option Plan.





(b)
      RECENT SALES OF UNREGISTERED SECURITIES





In
      April
      2008, the Company issued 20,000 rule 144 restricted shares to an accredited
      consultant in exchange for services rendered. These shares were issued in
      reliance on an exemption from registration available under Regulation D of
      the
      Securities Act of 1933, as amended.





In
      June
      2008, the Company issued 8,750 rule 144 restricted shares to an employee in
      exchange for services rendered. These shares were issued in reliance on an
      exemption from registration available under Sections 4(2) of the Securities
      Act
      of 1933, as amended.





In
      June
      2008, the Company issued a total of 20,000 shares of common stock to an
      accredited, non-US based consultant in exchange for services rendered. These
      shares were not transferred to the consultant as of June 30, 2008 and are
      therefore, not included in the shares outstanding. These shares were issued
      in
      reliance on an exemption from registration available under Regulation D of
      the
      Securities Act of 1933, as amended.





During
      the quarter ended June 30, 2008, holders of our Series A 7% Cumulative
      Convertible Preferred Stock received 18,764 shares of common stock as payment
      of
      dividends due under the terms of the Certificate of Designation. These shares
      were issued in reliance on exemptions from registration available under
      Regulation S and D of the Securities Act of 1933, as amended.





During
      the fiscal years ended June 30, 2008 and 2007, employees exercised options
      to
      acquire 849,938 and 1,574,273 shares of common stock in exchange for a total
      exercise price of $1,518,429 and $2,590,473.





(c)
      STOCK
      REPURCHASE PLAN





The
      repurchases provided in the table below were made during the quarter ended
      June
      30, 2008:





**Issuer
                Purchases of Equity Securities(1)****Total Number of Shares**
              **Purchased**
            
            **Average Price Paid per**
              **Share**
            
            **Total Number of shares**
              **Purchased as Part of**
              **Publicly Announced Plans**
              **or Programs**
            
            **Maximum Number of**
              **Shares that may be**
              **Purchase Under the Plans**
              **or Programs**January
                2008
            
            
            -0-
            
            $
            0.00
            
            
            -0-
            
            
            -0-February
                2008
            
            
            -0-
            
            $
            0.00
            
            
            -0-
            
            
            -0-March
                2008
            
            
            13,600
            
            $
            1.87
            
            
            13,600
            
            
            986,400June
                2008
            
            
            -0-
            
            $
            0.00
            
            
            -0-
            
            
            -0-







(1)
            On
                March 24, 2008, the Company announced that it had authorized a stock
                repurchase program permitting the Company to repurchase up to 1,000,000
                of
                its shares of common stock over the next 6 months. The shares are
                to be
                repurchased from time to time in open market transactions or privately
                negotiated transactions in the Company's
                discretion.





26




**ITEM
      6 - MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS**





The
      following discussion is intended to assist in an understanding of NetSol’s
      financial position and results of operations for the year ended June 30,
      2008.




*Forward
      Looking Information*





This
      report contains certain forward-looking statements and information relating
      to
      NetSol that is based on the beliefs of management as well as assumptions made
      by
      and information currently available to its management. When used in this report,
      the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, and
      similar expressions as they relate to NetSol or its management, are intended
      to
      identify forward-looking statements. These statements reflect management’s
      current view of NetSol with respect to future events and are subject to certain
      risks, uncertainties and assumptions. Should any of these risks or uncertainties
      materialize, or should underlying assumptions prove inaccurate, actual results
      may vary materially from those described in this report as anticipated,
      estimated or expected. NetSol’s realization of its business aims could be
      materially and adversely affected by any technical or other problems in, or
      difficulties with, planned funding and technologies, third party technologies
      which render NetSol’s technologies obsolete, the unavailability of required
      third party technology licenses on commercially reasonable terms, the loss
      of
      key research and development personnel, the inability or failure to recruit
      and
      retain qualified research and development personnel, or the adoption of
      technology standards which are different from technologies around which the
      Company’s business is built. NetSol does not intend to update these
      forward-looking statements.





Management
      has set the following new goals for NetSol for the next 12 months:





·
            Expand
                sales and marketing activities in China. In addition to the Beijing
                office, we anticipate launching new sales and support offices in
                at least
                1-2 more cities in China.


·
            Grow
                NetSol in the newest region in the UAE and Gulf states. Initially,
                a small
                virtual office is being set up in Dubai area that could roll into
                a bigger
                and stand alone presence in the
                area.


·
            Globalization
                and diversification of development and programming capabilities,
                not
                limited to Southeast Asia but exploration of emerging economies in
                Central
                and South America to support the NTNA
                business.


·
            Most
                strategic goal in 2009 is to establish the NTNA business by expanding
                the
                existing operations. The move from a smaller office in Burlingame
                to a
                much larger office in Emeryville will be a major event in NetSol
                history.
                This strategy has strong potential of ramping up global business
                and
                valuation for Netsol consistent with our stated
                vision.


·
            Actively
                explore both opportunistic and synergistic alliances and partnerships
                in
                Americas and Europe.


·
            Improve
                the quality of hiring of senior management personnel in key locations.
                Further build a stronger middle management resource pool to deliver
                and
                execute the growth and earnings envisioned by the management.


·
            Introduce
                and market two LeaseSoft modules: WSF and CAPS in the US
                market.


·
            Grow
                into new business verticals including healthcare, insurance, and
                banking
                in the US and European markets. The launch of Global Business Services
                through these verticals is an important goal in 2009.


·
            Enhance
                software design, engineering and service delivery capabilities by
                increasing investment in training.


·
            Continue
                to invest in research and development in an amount between 7-10%
                of yearly
                budgets in both new developments and domains within NetSol’s core
                competencies.


·
            NetSol
                technology campus to become much more cost efficient, enhanced
                productivity and services to global clients and partners.


27




·
            Market
                aggressively on a regional basis the Company’s tri-product solutions by
                broader marketing efforts for LeaseSoft in APAC and untapped markets;
                aggressively grow LeasePak solutions in North America; and, further
                establish NetSol Enterprise solution in the European
                markets.


·
            Broaden
                value added investor base in the UAE region and US institutions.
                Also
                attract technology focused analysts coverage to improve NetSol valuation
                and multiples.




Top
      Line
      Growth through Investment in organic marketing activities. NetSol marketing
      activities will continue to:





·
            Prompt
                organic expansion in North America market by expanding the sales
                and
                marketing team.


·
            Diversify
                in new verticals of services in North America such as insurance,
                healthcare, public sectors.


·
            Continue
                sales momentum and pipeline of LeaseSoft in APAC, Europe and now
                in the
                Americas.


·
            Further
                extending services offerings to existing 30 plus US
                customers.


·
            Penetrate
                further into the Chinese market by adding new
                locations.


·
            Effectively
                enter the UAE and regional markets for LeaseSoft and
                services.


·
            Further
                penetrate in Australian market in captive and non-captive
                sectors.


·
            Fully
                leverage NetSol’s reputable name in the UK and European markets within
                banking, leasing and insurance
                sectors.


·
            Encourage
                joint ventures and new alliances.


.


Funding
      and Investor Relations:




·
            Add
                breadth and depth to the investor base in the US and UK by aggressively
                presenting in various investors forums and analysts
                meetings.


·
            Grow
                further institutional ownership from 20% to 40% by continuously presenting
                the Company with a focus on the US /China / UAE business
                expansion.


·
            IR/PR
                to expand media reach in 2009. NetSol has been interviewed by Fox
                Business
                Network, Nasdaq site and many print publications in
                2008.


·
            NetSol
                management was invited on June 24, 2008 to closing bell at NASDAQ
                Stock
                Exchange.


·
            Expand
                the investor ownership in the UAE market to generate increased trading
                volumes on the NASDAQ Capital Market and the DIFX
                exchanges.


·
            Continue
                to encourage stock options exercises by officers and employees. Improve
                internal cash flows through enhanced process of A/Rs collections
                and
                explore most strategic investors with value add
                perspectives.


·
            Make
                every effort to enhance NetSol’s market capitalization in the
                US.





Improving
      the Bottom Line:





·
            Grow
                topline, enhance gross profit margins to 62-65% by leveraging the
                low-cost
                development facility in Lahore and Best Shoring
                model.


·
            Generate
                much higher revenues per developer and service group, enhance productivity
                and lower cost per employee
                overall.


·
            Consolidate
                subsidiaries and integrate and combine entities to reduce overheads
                and
                employ economies of scale.


·
            Continue
                to review costs at every level to consolidate and enhance operating
                efficiencies.


·
            Grow
                process automation and leverage the best practices of CMMi level
                5.


·
            Cost
                efficient management of every operation and continue further consolidation
                to improve bottom line.


·
            Initiated
                steps to consolidate some of the new lines of services businesses
                to
                improve both operating and net margins.





Management
      continues to be focused on building its delivery capability and has achieved
      key
      milestones in that respect. Key projects are being delivered on time and on
      budget, quality initiatives are succeeding, especially in maturing internal
      processes.





In
      a
      quest to continuously improve its quality standards, NetSol is frequently
      assessed to maintain its CMMi Level 5 quality certification. We believe that
      the
      CMMi standards achievement is a key reason in NetSol’s demand surge worldwide.
      We remain convinced that this trend will continue for all NetSol offerings
      promoting further beneficial alliances and increasing the number and quality
      of
      our global customers. The quest for quality standards is a key to NetSol overall
      sustainability and success. In 2008 NetSol PK became ISO 27001 certified, a
      global standard and a set of best practices for Information Security
      Management




28




MATERIAL
      TRENDS AFFECTING NETSOL





NetSol
      has identified the following material trends affecting NetSol





Positive
      trends:





·
            Robust
                worldwide shift towards cost redundancies, economies of scale and
                labor
                arbitrage.


·
            The
                global economic pressures has shifted IT processes and technology
                to
                utilize both offshore and onshore solutions providers, to control
                the
                costs and improve ROIs.


·
            New
                trends in the most emerging and newest markets. There has been a
                noticeable new demand of leasing and financing solutions as a result
                of
                new buying habits and patterns in the Middle East, Eastern Europe
                and
                Central America.


·
            The
                overall leasing and finance industry in North America has steadily
                grown
                to over $260 billion despite the subprime crises, partly due to the
                resulting lack of cash liquidity.


·
            The
                levy of Indian IT sector excise tax of 35% (NASSCOM) on software
                exports
                is very positive for NetSol. In Pakistan there is a 15 year tax holiday
                on
                IT exports of services. There are 10 more years remaining on this
                tax
                incentive.


·
            Cost
                arbitrage, labor costs still very competitive and attractive when
                compared
                with India. Pakistan is significantly under priced for IT services
                and
                programmers as compared to India.


·
            Pakistan
                is one of the fastest growing IT destinations from emerging and new
                markets.


·
            Chinese
                market is burgeoning and wide open for NetSol’s ‘niche’ products and
                services. NetSol is gaining a strong foothold in this
                market.





Negative
      trends:





·
            The
                disturbance in Middle East, Afghanistan and Pakistan borders. Due
                to 9/11
                events and global war on terrorism, the travel advisory of Americans
                travel restrictions to Pakistan continue. In addition, travel restrictions
                to the US and more stringent immigration laws are causing delays
                in travel
                to the US.


·
            Negative
                perception and image created by extremism and terrorism in the South
                Asian
                region.


·
            Overall
                slump in world markets, curtailing IT and spending
                budgets.


·
            Unstable
                economic and political environment in Pakistan and the current volatility
                of Pakistan’s capital markets.


·
            Worry
                of an expanding and unending credit crunch in the world economies
                due to
                financial and banking sector
                failures.


·
            Overall
                decline of auto sales due to higher oil prices and inflationary
                pressure.





**CRITICAL
      ACCOUNTING POLICIES**





Our
      financial statements and related public financial information are based on
      the
      application of accounting principles generally accepted in the United States
      (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, and expense amounts reported. These estimates can also
      affect supplemental information contained in the external disclosures of NetSol
      including information regarding contingencies, risk and financial condition.
      Management believes our use of estimates and underlying accounting assumptions
      adhere to GAAP and are consistently and conservatively applied. Valuations
      based
      on estimates are reviewed for reasonableness and conservatism on a consistent
      basis throughout NetSol. Primary areas where our financial information is
      subject to the use of estimates, assumptions and the application of judgment
      include our evaluation of impairments of intangible assets, and the
      recoverability of deferred tax assets, which must be assessed as to whether
      these assets are likely to be recovered by us through future operations. We
      base
      our estimates on historical experience and on various other assumptions that
      we
      believe to be reasonable under the circumstances. Actual results may differ
      materially from these estimates under different assumptions or conditions.
      We
      continue to monitor significant estimates made during the preparation of our
      financial statements.





29




**VALUATION
      OF LONG-LIVED AND INTANGIBLE ASSETS**





The
      recoverability of these assets requires considerable judgment and is evaluated
      on an annual basis or more frequently if events or circumstances indicate that
      the assets may be impaired. As it relates to definite life intangible assets,
      we
      apply the impairment rules as required by SFAS No. 121, “Accounting for the
      Impairment of Long-Lived Assets and Assets to Be Disposed Of” which requires
      significant judgment and assumptions related to the expected future cash flows
      attributable to the intangible asset. The impact of modifying any of these
      assumptions can have a significant impact on the estimate of fair value and,
      thus, the recoverability of the asset.





**INCOME
      TAXES**





We
      recognize deferred tax assets and liabilities based on the differences between
      the financial statement carrying amounts and the tax bases of assets and
      liabilities. Deferred income taxes are reported using the liability method.
      Deferred tax assets are recognized for deductible temporary differences and
      deferred tax liabilities are recognized for taxable temporary differences.
      Temporary differences are the differences between the reported amounts of assets
      and liabilities and their tax bases. Deferred tax assets generated by the
      Company or any of its subsidiaries are reduced by a valuation allowance when,
      in
      the opinion of management, it is more likely than not that some portion or
      all
      of the deferred tax assets will not be realized. Deferred tax assets and
      liabilities are adjusted for the effects of changes in tax laws and rates on
      the
      date of enactment. Deferred tax assets resulting from the net operating losses
      are reduced in part by a valuation allowance. We regularly review our deferred
      tax assets for recoverability and establish a valuation allowance based upon
      historical losses, projected future taxable income and the expected timing
      of
      the reversals of existing temporary differences. During the fiscal years ended
      June 30, 2008 and 2007, we estimated the allowance on net deferred tax assets
      to
      be one hundred percent of the net deferred tax assets.





**CASH
      RESOURCES**




We
      were
      successful in improving our cash position by the end of our fiscal year, June
      30, 2008 with $6.2 million in cash worldwide. In addition, $3.3 million was
      injected by the exercise of options and warrants in 2008 and $1.5 million was
      injected from a sale of restricted common stock in a private
      placement.




**CHANGE
      IN MANAGEMENT AND BOARD OF DIRECTORS**





Board
      of
      Directors





At
      the
      2008 Annual Shareholders Meeting a seven member board was elected. The
      shareholders voted for the following slate of directors: Mr. Najeeb U. Ghauri,
      Mr. Salim Ghauri, Mr. Eugen Beckert, Mr. Naeem U. Ghauri, Mr. Shahid Burki,
      Mr.
      Mark Caton and Mr. Alexander Shakow.





Committees





The
      Audit
      committee is made up of Mr. Shahid Burki as Chairman, Mr. Caton, Mr. Beckert
      and
      Mr. Shakow as members. The Compensation committee consists of Mr. Caton as
      its
      Chairman and Mr. Beckert, Mr. Burki, and Mr. Shakow as its members. The
      Nominating and Corporate Governance Committee consists of Mr. Beckert as
      chairman and Mr. Burki, Mr. Caton and Mr. Shakow as members.





30


**RESULTS
      OF OPERATIONS**





**THE
      YEAR ENDED JUNE 30, 2008 COMPARED TO THE YEAR ENDED JUNE 30, 2007**





Net
      revenues for the year ended June 30, 2008 were $36,642,175 as compared to
      $29,282,086 for the year ended June 30, 2007. Net revenues are broken out among
      the subsidiaries as follows:











2008
            
            
            
            2007North
                America:Netsol
                Tech NA (NTNA)
            
            $
            3,969,521
            
            
            10.83
            %
            $
            4,953,083
            
            
            16.92
            %3,969,521
            
            
            10.83
            %
            
            4,953,083
            
            
            16.92
            %Europe:Netsol
                UK
            
            
            1,767,564
            
            
            4.82
            %
            
            138,656
            
            
            0.47
            %Netsol
                Tech Europe (NTE)
            
            
            5,908,661
            
            
            16.13
            %
            
            5,344,316
            
            
            18.25
            %7,676,225
            
            
            20.95
            %
            
            5,482,972
            
            
            18.72
            %Asia-Pacific:NetSol
                PK
            
            
            19,610,797
            
            
            53.52
            %
            
            14,796,001
            
            
            50.53
            %Netsol-Innovation
            
            
            4,199,520
            
            
            11.46
            %
            
            2,622,318
            
            
            8.96
            %Netsol
                Connect
            
            
            811,232
            
            
            2.21
            %
            
            972,095
            
            
            3.32
            %Netsol-Omni
            
            
            30,366
            
            
            0.08
            %
            
            44,151
            
            
            0.15
            %Netsol-Abraxas
                Australia
            
            
            344,514
            
            
            0.94
            %
            
            411,466
            
            
            1.41
            %24,996,429
            
            
            68.22
            %
            
            18,846,031
            
            
            64.36
            %Total
                Net Revenues
            
            $
            36,642,175
            
            
            100.00
            %
            $
            29,282,086
            
            
            100.00
            %





31





The
      following table sets forth the items in our consolidated statement of operations
      for the years ended June 30, 2008 and 2007 as a percentage of
      revenues.





For
                the YearEnded
                June 30,2008
            
            
            
            2007**%**
            
            
            
            **%****Net
                Revenues:**License
                fees
            
            $
            12,685,039
            
            
            34.62
            %
            $
            9,788,266
            
            
            33.43
            %Maintenance
                fees
            
            
            6,306,321
            
            
            17.21
            %
            
            5,441,339
            
            
            18.58
            %Services
            
            
            17,650,815
            
            
            48.17
            %
            
            14,052,481
            
            
            47.99
            %Total
                revenues
            
            
            36,642,175
            
            
            100.00
            %
            
            29,282,086
            
            
            100.00
            %**Cost
                of revenues**Salaries
                and consultants
            
            
            10,071,664
            
            
            27.49
            %
            
            8,812,934
            
            
            30.10
            %Travel
            
            
            1,719,743
            
            
            4.69
            %
            
            1,529,796
            
            
            5.22
            %Repairs
                and maintenance
            
            
            405,140
            
            
            1.11
            %
            
            430,962
            
            
            1.47
            %Insurance
            
            
            239,043
            
            
            0.65
            %
            
            211,897
            
            
            0.72
            %Depreciation
                and amortization
            
            
            1,398,454
            
            
            3.82
            %
            
            794,482
            
            
            2.71
            %Other
            
            
            1,890,100
            
            
            5.16
            %
            
            1,914,440
            
            
            6.54
            %Total
                cost of sales
            
            
            15,724,144
            
            
            42.91
            %
            
            13,694,511
            
            
            46.77
            %**Gross
                profit**
            
            
            20,918,031
            
            
            57.09
            %
            
            15,587,575
            
            
            53.23
            %**Operating
                expenses:**Selling
                and marketing
            
            
            3,722,470
            
            
            10.16
            %
            
            3,161,924
            
            
            10.80
            %Depreciation
                and amortization
            
            
            1,939,502
            
            
            5.29
            %
            
            1,846,790
            
            
            6.31
            %Bad
                debt expense
            
            
            58,293
            
            
            0.16
            %
            
            189,873
            
            
            0.65
            %Salaries
                and wages
            
            
            3,703,836
            
            
            10.11
            %
            
            3,696,501
            
            
            12.62
            %Professional
                services, including non-cash compensation
            
            
            837,598
            
            
            2.29
            %
            
            1,067,702
            
            
            3.65
            %General
                and adminstrative
            
            
            3,447,113
            
            
            9.41
            %
            
            2,977,917
            
            
            10.17
            %Total
                operating expenses
            
            
            13,708,812
            
            
            37.41
            %
            
            12,940,707
            
            
            44.19
            %**Income
                from operations**
            
            
            7,209,219
            
            
            19.67
            %
            
            2,646,868
            
            
            9.04
            %**Other
                income and (expenses):**Gain
                (loss) on sale of assets
            
            
            (35,484
            )
            
            -0.10
            %
            
            (2,977
            )
            
            -0.01
            %Beneficial
                conversion feature
            
            
            -
            
            
            0.00
            %
            
            (2,208,334
            )
            
            -7.54
            %Amortization
                of debt discount and capitalized cost of debt
            
            
            -
            
            
            0.00
            %
            
            (2,803,691
            )
            
            -9.57
            %Liquidation
                damages
            
            
            -
            
            
            0.00
            %
            
            (180,890
            )
            
            -0.62
            %Fair
                market value of warrants issued
            
            
            -
            
            
            0.00
            %
            
            (68,411
            )
            
            -0.23
            %Interest
                expense
            
            
            (626,708
            )
            
            -1.71
            %
            
            (617,818
            )
            
            -2.11
            %Interest
                income
            
            
            195,103
            
            
            0.53
            %
            
            339,164
            
            
            1.16
            %Gain
                on sale of subsidiary shares
            
            
            1,240,808
            
            
            3.39
            %
            
            -
            
            
            0.00
            %Other
                income and (expenses)
            
            
            2,169,383
            
            
            5.92
            %
            
            114,423
            
            
            0.39
            %Total
                other income (expenses)
            
            
            2,943,102
            
            
            8.03
            %
            
            (5,428,534
            )
            
            -18.54
            %**Net
                income (loss) before minority interest in
                subsidiary**
            
            
            10,152,321
            
            
            27.71
            %
            
            (2,781,666
            )
            
            -9.50
            %**Minority
                interest in subsidiary**
            
            
            (2,808,291
            )
            
            -7.66
            %
            
            (1,935,589
            )
            
            -6.61
            %**Income
                taxes**
            
            
            (121,982
            )
            
            -0.33
            %
            
            (160,306
            )
            
            -0.55
            %***Net
                income (loss)***
            
            
            7,222,048
            
            
            19.71
            %
            
            (4,877,561
            )
            
            -16.66
            %Dividend
                required for preferred stockholders
            
            
            (178,541
            )
            
            -0.49
            %
            
            (237,326
            )
            
            -0.81
            %Subsidiary
                dividend (minority holders portion)
            
            
            (817,173
            )
            
            -2.23
            %
            
            -
            
            
            0.00
            %Bonus
                stock dividend (minority holders portion)
            
            
            (1,160,994
            )
            
            -3.17
            %
            
            (345,415
            )
            
            -1.18
            %***Net
                income (loss) applicable to common
                shareholders***
            
            
            5,065,340
            
            
            13.82
            %
            
            (5,460,302
            )
            
            -18.65
            %





The
      total
      consolidated net revenue for fiscal year 2008 was $36,642,175 compared to
      $29,282,086 in fiscal year 2007. This is a nearly 25% increase in revenue.
      Maintenance fee revenue increased 16% from $5,441,339 to $6,306,321. Revenue
      from services, which includes consulting and implementation, increased 26%
      from
      $14,052,481 to $17,650,815. The increase is attributable mostly to growth in
      services business, several new license sales of LeaseSoft in China, growing
      outsourcing business of NetSol-TIG (JV) and additional maintenance work. In
      addition, several new verticals have been formed in Lahore and are now producing
      revenues. The Company has experienced solid and consistent demand for IT
      services in the domestic sectors of Pakistan. NetSol in Pakistan has been
      pre-qualified to participate in several public sector projects. The most
      significant is the World Bank funded Land Record Management Information Systems
      or LRMIS. This project has a World Bank grant of $300 million in Pakistan and
      NetSol was given two pilot projects in the province of Punjab in 2007, and
      a
      recent one in Islamabad. NetSol anticipates winning key projects in this area
      in
      next few quarters.




32




The
      fiscal year ended June 30, 2008 was a very busy and exciting period for NetSol
      worldwide. The activity for NetSol’s new license sales for LeaseSoft is
      increasingly on the rise. The current pipeline boasts over 30 plus captive
      auto
      manufacturers and non-captives globally at an advance stage of closing or
      decision making.





Several
      new major customers were added in 2008 in APAC and the European markets. The
      most significant license customers included Nissan in China, BMW in Hong Kong,
      a
      major Italian auto manufacture in China, and a major European bank. Several
      domestic projects and contracts were signed during the year.





Due
      to
      the revision in our pricing policy, LeaseSoft license value in APAC is in the
      range of $1.0 to $2.0 million, without factoring in services maintenance and
      implementation fees. Normally, NetSol negotiates 18-20% yearly maintenance
      contracts with customers. A number of large leasing companies will be looking
      to
      renew legacy applications. This places NetSol in a very strong position to
      capitalize on any upturn in IT spending by these companies. As the Company
      continues to sell more of these licenses, management believes it is possible
      that the margins could increase to upward of 60%.





During
      the current year, our APAC division successfully implemented its LeaseSoft
      product suite for two major automotive captives in Hong Kong and China. NetSol
      has signed a contract with one of the largest leasing companies in Saudi Arabia
      for LeaseSoft and this contract marks NetSol’s entry into the lucrative Middle
      East region. In addition, a contract with a leading automobile manufacturer
      in
      Australia was signed for the LeaseSoft product. NetSol won a contract with
      a
      leading bank in Pakistan for Basel II advisory services this opportunity for
      NetSol represents a new business sector vertical for the Company. A contract
      was
      signed with a major public sector hospital in Pakistan to design and implement
      an IT system. This represents a new vertical for NetSol in developing Hospital
      Management Systems. In addition, NetSol has launched a new information security
      management initiative in Pakistan, called “Secure Pakistan”. The project aims to
      secure critical information, while in storage or transfer, from
      theft.





NetSol
      signed a new frame agreement with Mercedes Benz Financial Services AG Germany,
      to service their needs in the Middle East, Africa, and the Asia-Pacific regions.
      The frame agreement outlines the implementation of basic and general provisions,
      regulations, and processes of existing and all future individual agreements
      for
      the development and delivery of software or services to Mercedes Benz Financial
      Services.





During
      the current year, NetSol, lead by the North American division has launched
      Global Services to bring our competencies in delivering IT services to the
      global market and especially in North America. A new business model,
“BestShoring” was developed to deliver the best solution to the market using
      both on-shore and off-shore resources.





The
      North
      American division has introduced “consulting selling” to it market whereby the
      clients requirements are being accessed, with requirements workshops, and
      providing the best solution to meet the client’s needs with LeasePak and/or
      LeaseSoft. North America is introducing the LeaseSoft product suite to its
      market.





Our
      joint-venture, NetSol-Innovation continues to grow overall. The total programmer
      strength is over 130 people dedicated to the joint-venture projects. In
      addition, two new projects in the United States of America were signed and
      Innovation Group’s release management of five different countries has recently
      been given to our Extended Innovation (“EI”) division which works with the
      joint-venture.





Our
      EMEA
      division (“NTE”) had two customers “go-live” during the current fiscal year and
      had several contracts for data transfers as the market in Europe consolidated.
      There were three new customers contracts signed during the current fiscal year,
      using the full co-operation of the UK and Pakistan teams for the implementation,
      with the UK staff doing the customer facing activities while Lahore provided
      the
      technical and development input; a win for our “BestShoring” model.





The
      gross
      profit was $20,918,031 for year ended June 30, 2008 as compared with $15,587,575
      for the same period of the previous year. This is a 34% increase. The gross
      profit percentage was 57% for the current fiscal year and 53% in the prior
      year.
      The cost of sales was $15,724,144 in the current year compared to $13,694,511
      in
      the prior year. Although salaries and consultant fees increased $1,258,730
      from
      $8,812,934 in the prior year to $10,071,664, as a percentage of sales, it
      decreased 3% from 30% in the prior year to 27% in the current year. The gross
      profit margin is expected to continue to improve as the integration of both
      the
      operations in Horsham, UK and Burlingame, US are fully integrated and cost
      savings are achieved. The Company has invested heavily in its infrastructure,
      both in people and equipment during the current fiscal year as it situated
      itself for increased growth organically.




33




Operating
      expenses were $13,708,812 for the year ended June 30, 2008 as compared to
      $12,940,707 for the year ended June 30, 2007, an increase of only 6% from the
      prior year. The increase is mainly attributable to increased selling and
      marketing activities, additional employees and an increase in overall activities
      due to our increased marketing efforts. As a percentage of sales it decreased
      7%
      from 44% to 37%. Depreciation and amortization expense amounted to $1,939,502
      and $1,846,790 for the year ended June 30, 2008 and 2007, respectively. Combined
      salaries and wage costs were $3,703,836 and $3,696,501 for the comparable
      periods, respectively, or an increase of only $7,335 from the corresponding
      period last year. As a percentage of sales, these costs decreased slightly
      from
      13% to 10%. General and administrative expenses were $3,447,113 and $2,977,917
      for the years ended June 30, 2008 and 2007, respectively, an increase of
      $469,196 or 16%. As a percentage of sales, these expenses were 9% in the current
      year compared to 10% in the prior year.  The
      increase in costs is due to the three new sales offices in Pakistan, the sales
      office in China, increased board fees, increased travel and other expenses
      that
      supporting a large workforce entail. As of June 30, 2008, we had 997 employees
      world-wide.





Selling
      and marketing expenses increased to $3,722,470 for the year ended June 30,
      2008,
      as compared to $3,161,924 for the year ended June 30, 2007, reflecting the
      growing sales activity of the Company. As a percentage of sales, these expenses
      were 10.1% in the current year compared to 10.8% in the prior year. The Company
      wrote-off, as uncollectible, bad debts of $58,293 and $189,873, during the
      years
      ended June 30, 2008 and 2007, respectively.





The
      income from operations in fiscal year 2008 was $7,209,219 compared to $2,646,868
      in fiscal year 2007. This represents an increase of $4,562,351 or 172%. As
      a
      percentage of sales, net income from operations was 19.7% in the current year
      compared to 9.0% in the prior period.





Net
      income in fiscal year 2008 was $7,222,048 compared to a loss of $4,877,561
      in
      fiscal year 2007 or an increase of $12,099,609 **.** During
      the years ended June 30, 2008 and 2007, the Company was required to pay a
      dividend to the preferred stockholders of $178,541 and $237,326. Our subsidiary
      NetSol PK, which is listed on the Karachi Stock Exchange, issued a dividend
      of
      bonus shares to its shareholders. The net value issued to the minority holders
      was $1,160,994 and $345,415 for the comparable period. In addition, during
      the
      current fiscal year, our joint venture issued a cash dividend; the net value
      attributable to the minority holders was $817,173. After these adjustments,
      the
      net income applicable to common shareholders was $5,065,340 compared to a loss
      of $5,460,302 in the prior period. The current fiscal year amount includes
      a net
      reduction for the minority interest in earnings of $2,808,291 compared to a
      reduction of $1,935,589 in the prior year for the 49.9% minority interest in
      NetSol Connect and NetSol-Innovation, and the 39.11/28.13% of NetSol PK owned
      by
      unaffiliated parties. The current fiscal year includes a net gain on the sale
      of
      some of the Parent’s shares in NetSol PK on the open market of $1,240,808. In
      the prior year, the Company recognized non-recurring expenses including
      $2,208,334 expense for the beneficial conversion feature on notes payable,
      $2,803,691 of amortized costs of debt, and $180,890 of liquidation damages,
      respectively. In addition, the Company recorded an expense of $68,411 for the
      fair market value of warrants granted for the year ended June 30, 2007. The
      net
      income per share, basic and diluted, was $0.29 and $0.28 in 2008 compared to
      net
      loss, basic and diluted, of $0.28 in 2007.





The
      net
      EBITDA income was $11,325,143 compared to loss of $1,458,165 after amortization
      and depreciation charges of $3,354,472 and $2,641,272, income taxes of $121,982
      and $160,306, and interest expense of $626,640 and $617,818 respectively. The
      EBITDA earnings per share, basic and diluted, was $0.47 and $0.44 compared
      to a
      loss of $0.08, basic and diluted. For the year ended June 30, 2007, with the
      addition of the non-cash charge for the amortized costs of debt of $2,803,691
      and the beneficial conversion feature expense of $2,208,334 the adjusted pro
      forma EBITDA income would be $3,553,860 and the adjusted pro forma EBITDA
      earnings per share, basic and diluted, would be $0.19. Although the net EBITDA
      income is a non-GAAP measure of performance, we are providing it because we
      believe it to be an important supplemental measure of our performance that
      is
      commonly used by securities analysts, investors, and other interested parties
      in
      the evaluation of companies in our industry. It should not be considered as
      an
      alternative to net income, operating income or any other financial measures
      calculated and presented, nor as an alternative to cash flow from operating
      activities as a measure of our liquidity. It may not be indicative of the
      Company’s historical operating results nor is it intended to be predictive of
      potential future results.





34


**Quarterly
      Results of Operations for the quarter ended June 30, 2008 and June 30,
      2007**





Net
      revenues for the quarter ended June 30, 2008 and 2007 are broken out among
      the
      subsidiaries as follows:





2008
            
            
            
            2007North
                America:NetSol
                - North America (NTNA)
            
            $
            816,455
            
            
            7.76
            %
            $
            1,693,383
            
            
            19.74
            %816,455
            
            
            7.76
            %
            
            1,693,383
            
            
            19.74
            %Europe:NetSol
                UK
            
            
            1,119,663
            
            
            10.65
            %
            
            44,052
            
            
            0.51
            %NetSol
                - Europe (NTE)
            
            
            1,283,964
            
            
            12.21
            %
            
            1,341,162
            
            
            15.64
            %2,403,627
            
            
            22.86
            %
            
            1,385,214
            
            
            16.15
            %Asia-Pacific:NetSol
                PK
            
            
            5,766,036
            
            
            54.83
            %
            
            4,307,370
            
            
            50.22
            %NetSol-Innovation
            
            
            1,259,374
            
            
            11.98
            %
            
            232,261
            
            
            2.71
            %NetSol
                Connect
            
            
            194,846
            
            
            1.85
            %
            
            918,336
            
            
            10.71
            %NetSol-Omni
            
            
            -
            
            
            0.00
            %
            
            167
            
            
            0.00
            %NetSol-Abraxas
                Australia
            
            
            75,317
            
            
            0.72
            %
            
            39,708
            
            
            0.46
            %Totals
            
            
            7,295,573
            
            
            69.38
            %
            
            5,497,842
            
            
            64.10
            %Total
                Net Revenues
            
            $
            10,515,655
            
            
            100.00
            %
            $
            8,576,439
            
            
            100.00
            %





35


The
      following table presents our unaudited quarterly results of operations for
      the
      quarters ended June 30, 2008 and 2007. You should read the following table
      together with the consolidated financial statements and related notes contained
      elsewhere in this report. We have prepared the unaudited information on the
      same
      basis as our audited consolidated financial statements. This table includes
      normal recurring adjustments that we consider necessary for the fair
      presentation of our financial position and operating results for the quarters
      presented. Operating results for any quarter are not necessarily indicative
      of
      results for any future quarters or for a full year.





For
                the Three Months EndedJune
                30, 2008
            
            June
                30, 2007% of sales
            
            
            
            % of sales**Revenues:**License
                fees
            
            $
            4,915,813
            
            
            46.75
            %
            $
            2,936,770
            
            
            34.24
            %Maintenance
                fees
            
            
            1,749,871
            
            
            16.64
            %
            
            1,451,243
            
            
            16.92
            %Services
            
            
            3,849,971
            
            
            36.61
            %
            
            4,188,426
            
            
            48.84
            %Total
                revenues
            
            
            10,515,655
            
            
            100.00
            %
            
            8,576,439
            
            
            100.00
            %**Cost
                of revenues:**Salaries
                and consultants
            
            
            2,728,921
            
            
            25.95
            %
            
            2,204,328
            
            
            25.70
            %Depreciation
                and amortization
            
            
            551,166
            
            
            5.24
            %
            
            60,404
            
            
            0.70
            %Travel,
                communication, and other
            
            
            1,453,307
            
            
            13.82
            %
            
            985,568
            
            
            11.49
            %Total
                cost of sales
            
            
            4,733,394
            
            
            45.01
            %
            
            3,250,300
            
            
            37.90
            %**Gross
                profit**
            
            
            5,782,261
            
            
            54.99
            %
            
            5,326,139
            
            
            62.10
            %**Operating
                expenses:**Selling
                and marketing
            
            
            904,562
            
            
            8.60
            %
            
            811,328
            
            
            9.46
            %Depreciation
                and amortization
            
            
            517,321
            
            
            4.92
            %
            
            497,461
            
            
            5.80
            %Salaries
                and wages
            
            
            945,402
            
            
            8.99
            %
            
            895,610
            
            
            10.44
            %Professional
                services
            
            
            413,490
            
            
            3.93
            %
            
            293,499
            
            
            3.42
            %Bad
                debt expense
            
            
            55,016
            
            
            0.52
            %
            
            72,606
            
            
            0.85
            %General
                and adminstrative
            
            
            1,170,091
            
            
            11.13
            %
            
            866,220
            
            
            10.10
            %Total
                operating expenses
            
            
            4,005,882
            
            
            38.09
            %
            
            3,436,724
            
            
            40.07
            %**Income
                (loss) from operations**
            
            
            1,776,379
            
            
            16.89
            %
            
            1,889,415
            
            
            22.03
            %**Other
                income and (expenses)**Gain/(Loss)
                on sale of assets
            
            
            (2,440
            )
            
            -0.02
            %
            
            16,090
            
            
            0.19
            %Fair
                market value of warrants issued
            
            
            -
            
            
            0.00
            %
            
            (34,424
            )
            
            -0.40
            %Interest
                expense
            
            
            (82,043
            )
            
            -0.78
            %
            
            (74,476
            )
            
            -0.87
            %Interest
                income
            
            
            35,234
            
            
            0.34
            %
            
            73,248
            
            
            0.85
            %Other
                income and (expenses)
            
            
            1,460,269
            
            
            13.89
            %
            
            25,488
            
            
            0.30
            %Income
                taxes
            
            
            (75,710
            )
            
            -0.72
            %
            
            (33,686
            )
            
            -0.39
            %Total
                other expenses
            
            
            1,335,310
            
            
            12.70
            %
            
            (27,760
            )
            
            -0.32
            %**Net
                income (loss) before minority interest in
                subsidiary**
            
            
            3,111,689
            
            
            29.59
            %
            
            1,861,655
            
            
            21.71
            %**Minority
                interests in earnings of subsidiary**
            
            
            (1,051,781
            )
            
            -10.00
            %
            
            (561,508
            )
            
            -6.55
            %***Net
                income (loss)***
            
            
            2,059,908
            
            
            19.59
            %
            
            1,300,147
            
            
            15.16
            %Dividend
                required for preferred stockholders
            
            
            (33,508
            )
            
            -0.32
            %
            
            (77,640
            )
            
            -0.91
            %***Net
                income (loss) applicable to common
                shareholders***
            
            
            2,026,400
            
            
            19.27
            %
            
            1,222,507
            
            
            14.25
            %**Net
                income (loss) per share:**Basic
            
            $
            0.08
            
            
            
            
            $
            0.06Diluted
            
            $
            0.08
            
            
            
            
            $
            0.07Weighted
                average number of shares outstandingBasic
            
            
            25,425,042
            
            
            
            
            
            19,706,920Diluted
            
            
            27,303,554
            
            
            
            
            
            19,835,177




**Liquidity
      and Capital Resources**





The
      Company's cash position was $6,275,238 at June 30, 2008 compared to $4,010,164
      at June 30, 2007.




The
      Company’s current assets, as of June 30, 2008, totaled $30,723,575 and were
      48.17% of total assets, an increase of 1.25% from $23,237,058 or 46.92% as
      of
      June 30, 2007. As of June 30, 2008, the Company's working capital (current
      assets less current liabilities) totaled $17,036,631 compared to $11,449,252
      as
      of June 30, 2007, an increase of $5,587,379. As of June 30, 2008, the Company
      had $11.0 million in accounts receivable and $11.0 million in revenues in excess
      of billings.




36




Net
      cash
      provided by operating activities amounted to $3,772,041 for the year ended
      June
      30, 2008, as compared to used in $45,888 for the comparable period last fiscal
      year. The increase is mainly due to an increase in accounts receivable and
      other
      assets offset by an increase in accounts payable as well as an increase in
      operating income. The increase in sales has resulted in an increase in accounts
      receivable and revenues in excess of billings. We expect to receive payments
      on
      these accounts within the next fiscal year.




Net
      cash
      used in investing activities amounted to $10,128,293 for the year ended June
      30,
      2008, as compared to $7,639,916 for the comparable period last fiscal year.
      The
      difference lies primarily in the increase in intangible assets capitalized
      as
      well as an increase in purchases of fixed assets. The Company had purchases
      of
      property and equipment of $4,435,755 compared to $2,420,470 for the comparable
      period last fiscal year.




Net
      cash
      provided by financing activities amounted to $8,530,729 and $9,095,915 for
      years
      ended June 30, 2008, and 2007, respectively. The current fiscal year included
      the cash inflow of $1,500,000 from the sale of common stock and $3,282,827
      from
      the exercising of stock options and warrants, compared to $1,030,093 and
      $1,008,250 in the prior year, respectively. In the current fiscal year, the
      Company had $5,441,870 in proceeds from bank loans, and net capital leases
      payments of $3,409,496 as compared to proceeds of $2,359,017 in the comparable
      period last year. In addition, during the current fiscal year, the Company
      sold
      shares it held of its subsidiary in Pakistan on the open market and had
      $1,765,615 in proceeds from the sale.




The
      Company plans on pursuing various and feasible means of raising new funding
      to
      expand its infrastructure, enhance product offerings and strengthen marketing
      and sales activities in strategic markets. The strong growth in earnings and
      the
      signing of larger contracts with Fortune 500 customers largely depends on the
      financial strength of NetSol. Generally, the bigger name clients and new
      prospects diligently analyze and take into consideration a stronger balance
      sheet before awarding big projects to vendors. Therefore, NetSol would continue
      its effort to further enhance its financial resources in order to continue
      to
      attract large name customers and big value contracts.




As
      a
      growing company, we have on-going capital expenditure needs based on our short
      term and long term business plans. Although our requirements for capital
      expenses vary from time to time, for the next 12 months, we have the following
      capital needs:





·
            Working
                capital of $5.0 to $7.0 million for US, European and Pakistan business
                expansion, new business development activities and infrastructure
                enhancements.





While
      there is no guarantee that any of these methods will result in raising
      sufficient funds to meet our capital needs or that even if available will be
      on
      terms acceptable to the Company, we will consider raising capital through equity
      based financing and, warrant and option exercises. We would, however, use some
      of our internal cash flow to meet certain obligations as mentioned above.
      However, the Company is very conscious of the dilutive effect and price
      pressures in raising equity-based capital.





The
      methods of raising funds for capital needs may differ based on the following:





·
            Stock
                volatility due to market conditions in general and NetSol stock
                performance in particular. This may cause a shift in our approach
                to
                raising new capital through other sources such as secured long term
                debt.





·
            Analysis
                of the cost of raising capital in the U.S., Europe or emerging markets.
                By
                way of example only, if the cost of raising capital is high in one
                market
                and it may negatively affect the company’s stock performance, we may
                explore options available in other markets.





Should
      global or other general macro economic factors cause an adverse climate, we
      would defer new financing and use internal cash flow for capital
      expenditures.





**Dividends
      and Redemption**





It
      has
      been the Company's policy to invest earnings in the growth of the Company rather
      than distribute earnings as common stock dividends. This policy, under which
      common stock dividends have not been paid since the Company's inception and
      is
      expected to continue, but is subject to regular review by the Board of
      Directors.




37




During
      the year ended June 30, 2008, we issued 114,588 shares of common stock as
      dividends due under the terms of the Preferred Stock; the dividends were issued
      in accordance with the terms of the Certificate of Designation which was
      approved by the board of directors.





**ITEM
      7. FINANCIAL STATEMENTS**





The
      Consolidated Financial Statements that constitute Item 7 are included at the
      end
      of this report on page F-1.





**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





Kabani
      & Company, Inc.’s report on NetSol’s financial statements for the fiscal
      years ended June 30, 2007 and June 30, 2008, did not contain an adverse opinion
      or disclaimer of opinion, and was not qualified or modified as to uncertainty,
      audit scope, or accounting principles.





In
      connection with the audit of NetSol's financial statements for the fiscal years
      ended June 30, 2007 and June 30, 2008 there were no disagreements, disputes,
      or
      differences of opinion with Kabani & Company on any matters of accounting
      principles or practices, financial statement disclosure, or auditing scope
      and
      procedures, which, if not resolved to the satisfaction of Kabani & Company
      would have caused Kabani & Company to make reference to the matter in its
      report.





**ITEM
      8A. CONTROLS AND PROCEDURES**




***Management's
      Report on Internal Control over Financial Reporting***




Management
      of the Company is responsible for establishing and maintaining adequate internal
      control over financial reporting. The Company's internal control over financial
      reporting has been designed 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 generally accepted in the United States of America.




The
      Company's internal control over financial reporting includes policies and
      procedures that pertain to the maintenance of records that, in reasonable
      detail, accurately and fairly reflect transactions and dispositions of assets
      of
      the Company; provide reasonable assurance that transactions are recorded as
      necessary to permit preparation of financial statements in accordance with
      accounting principles generally accepted in the United States of America, and
      that receipts and expenditures are being made only in accordance with
      authorization of management and directors of the Company; and provide reasonable
      assurance regarding prevention or timely detection of unauthorized acquisition,
      use or disposition of the Company's assets that could have a material effect
      on
      the Company's financial statements.




Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Therefore, even those systems determined to
      be
      effective can provide only reasonable assurance with respect to financial
      statement preparation and presentation. Projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.




Management
      assessed the effectiveness of the Company's internal control over financial
      reporting at June 30, 2008. In making this assessment, management used the
      criteria set forth by the Committee of Sponsoring Organizations of the Treadway
      Commission ("COSO") in *Internal
      Control—Integrated Framework* .
      Based
      on that assessment under those criteria, management has determined that, at
      June
      30, 2008, the Company's internal control over financial reporting was effective.




This
      annual report does not include an attestation report of the Company's registered
      public accounting firm regarding internal control over financial reporting.
      Management's report was not subject
      to attestation by the Company's registered public accounting firm pursuant
      to
      temporary rules of the SEC that permit the Company to provide only management's
      report in this annual report.




***Changes
      in Internal Control Over Financial Reporting***




There
      have been no changes in the Company's internal control over financial reporting
      (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
      Exchange Act) during the fourth quarter of fiscal year 2008 that have materially
      affected, or are reasonably likely to materially affect, the Company's internal
      control over financial reporting.




38


**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT**





Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires that the
      Company's directors and executive officers and persons owning more than 10%
      of
      the outstanding Common Stock, file reports of ownership and changes in ownership
      with the Securities and Exchange Commission ("SEC"). Executive officers,
      directors and beneficial owners of more than 10% of the Company's Common Stock
      are required by SEC regulation to furnish the Company with copies of all Section
      16(a) forms they file.





Based
      solely on copies of such forms furnished as provided above, or written
      representations that no Forms 5 were required, the Company believes that during
      the fiscal year ended June 30, 2008, all Section 16(a) filing requirements
      applicable to its executive officers, directors and beneficial owners of more
      than 10% of its Common Stock were complied with.





**DIRECTORS
      AND EXECUTIVE OFFICERS**





The
      following table sets forth the names and ages of the current directors and
      executive officers of the Company, the principal offices and positions with
      the
      Company held by each person and the date such person became a director or
      executive officer of the Company. The Board of Directors elects the executive
      officers of the Company annually. Each year the stockholders elect the Board
      of
      Directors. The executive officers serve terms of one year or until their death,
      resignation or removal by the Board of Directors. In addition, there was no
      arrangement or understanding between any executive officer and any other person
      pursuant to which any person was selected as an executive officer.





The
      directors and executive officers of the Company are as follows:





Name
            
            Year
                First Elected As an Officer or Director
            
            Age
            
            Position
                Held with the Registrant
            
            Family RelationshipNajeeb
                Ghauri
            
            1997
            
            53
            
            Director
                and Chairman
            
            Brother
                to Naeem and Salim GhauriSalim
                Ghauri
            
            1999
            
            52
            
            President
                and Director
            
            Brother
                to Naeem and Najeeb GhauriNaeem
                Ghauri
            
            1999
            
            50
            
            Chief
                Executive Officer, Director
            
            Brother
                to Najeeb and Salim GhauriTina
                Gilger
            
            2005
            
            46
            
            Chief
                Financial Officer
            
            NonePatti
                L. W. McGlasson
            
            2004
            
            43
            
            Secretary,
                General Counsel
            
            NoneShahid
                Javed Burki
            
            2000
            
            69
            
            Director
            
            NoneEugen
                Beckert
            
            2001
            
            60
            
            Director
            
            NoneMark
                Caton
            
            2002
            
            58
            
            Director
            
            NoneAlexander
                Shakow
            
            2007
            
            70
            
            Director
            
            None





Business
      Experience of Officers and Directors:




NAJEEB
      U.
      GHAURI is the Chief Executive Officer and Chairman of NetSol. He has been a
      Director of the Company since 1997, Chairman since 2003 and Chief Executive
      Officer since October 2006. Mr. Ghauri is the founder of
      NetSol Technologies, Inc. He was responsible for NetSol listing on
      NASDAQ in 1999, the NetSol subsidiary listing on KSE (Karachi Stock
      Exchange) in 2005, and the NetSol listing on the Dubai International Financial
      Exchange (“DIFX”) in 2008.   Mr. Ghauri served as the Company's Chief
      Executive Officer from 1999 to 2001 and as the Chief Financial Officer from
      2001
      to 2005.  As CEO, Mr. Ghauri is responsible for managing the
      day-to-day operations of the Company, as well as the Company's overall growth
      and expansion plan.   Prior to joining the Company, Mr. Ghauri was
      part of the marketing team of Atlantic Richfield Company (ARCO) (now acquired
      by
      BP), a Fortune 500 company, from 1987-1997. Prior to ARCO, he spent nearly
      5
      years with Unilever as brand and sales managers. Mr. Ghauri received his
      Bachelor of Science degree in Management/Economics from Eastern Illinois
      University in 1979, and his M.B.A. in Marketing Management from Claremont
      Graduate School in California in 1982.   Mr. Ghauri was elected
      Vice Chairman of US Pakistan Business Council in 2006. A Washington D.C. based
      council of US Chamber of Commerce. He is also very active in several
      philanthropic activities in emerging markets and is a founding director Pakistan
      Human Development Fund, a non-profit organization, a partnership with UNDP
      to
      promote literacy, health services and poverty alleviation in Pakistan.




39




SALIM
      GHAURI has been with the Company since 1999 as the President and Director of
      the
      Company. Mr. Ghauri is currently the Chairman and CEO of NetSol Technologies
      Limited. Mr. Ghauri was the founder of Network Solutions (Pvt.) Ltd. in 1995,
      later NetSol Technologies (Pvt) Limited. Built under his leadership, NetSol
      gradually built a strong team of IT professionals and infrastructure in Pakistan
      and became the first software house in Pakistan certified as ISO 9001 and CMMi
      Level 5 assessed. Mr. Ghauri received his Bachelor of Science degree in Computer
      Science from University of Punjab in Lahore, Pakistan. Before NetSol
      Technologies Ltd., Mr. Ghauri was employed with BHP in Sydney, Australia from
      1987-1995, where he commenced his employment as a consultant. Mr. Ghauri was
      appointed in 2007 as an Honorary Consul for Australia-Punjab
      Region.





NAEEM
      GHAURI has been a Director of the Company since 1999 and was the Company’s Chief
      Executive Officer from August 2001 to October 2006. Mr. Ghauri serves as the
      Managing Director of NetSol (UK) Ltd., a wholly owned subsidiary of the Company
      located in London, England. Mr. Ghauri was responsible for the launch of NetSol
      Connect in Pakistan. Prior to joining the Company, Mr. Ghauri was Project
      Director for Mercedes-Benz Finance Ltd., a subsidiary of DaimlerChrysler,
      Germany from 1994-1999. Mr. Ghauri supervised over 200 project managers,
      developers, analysis and users in nine European Countries. Mr. Ghauri earned
      his
      degree in Computer Science from Brighton University, England. Mr. Ghauri is
      President of and serves on the board of NetSol Technologies Europe, Ltd., a
      subsidiary of the Company.





TINA
      GILGER joined NetSol as Chief Financial Officer in July 2005. Ms. Gilger had
      acted as a consultant to the Company since October 2003 in the capacity of
      controller. In the three years prior to becoming NetSol’s CFO, Ms. Gilger acted
      as an audit liaison for six reporting public companies, of which one was NetSol.
      From 2000 to 2002, Ms. Gilger acted as audit liaison for a public company
      specializing in reverse mergers for public companies listed on the OTC:BB.
      Ms.
      Gilger received her degree in Accounting, with an emphasis in Business
      Management from the University of Utah in 1990. Ms. Gilger was licensed as
      a
      Certified Public Accountant by the State of California in 1992, passing all
      four
      parts of the exam on the first attempt.





PATTI
      L.
      W. MCGLASSON joined NetSol as General Counsel in January 2004 and was elected
      to
      the position of Secretary in March 2004. Prior to joining NetSol, Ms. McGlasson
      practiced at Vogt & Resnick, law corporation, where her practice focused on
      corporate, securities and business transactions. As part of her Masters in
      Law
      in Transnational Business, she interned at the law firm of Loeff Claeys Verbeke
      in Rotterdam, the Netherlands in 1991. Ms. McGlasson was admitted to practice
      in
      California in 1991. She received her Bachelor of Arts in Political Science
      in
      1987 from the University of California, San Diego and, her Juris Doctor and
      Masters in Law in Transnational Business from the University of the Pacific,
      McGeorge School of Law, in 1991 and 1993, respectively.





EUGEN
      BECKERT was appointed to the Board of Directors in 2001. A native of Germany,
      Mr. Beckert received his masters in Engineering and Economics from the
      University of Karlsruhe, Germany. Mr. Beckert was with Mercedes-Benz AG/Daimler
      Benz AG from 1973, working in technology and systems development. In 1992,
      he
      was appointed director of Global IT (CIO) for Debis Financial Services, the
      services division of Daimler Benz. From 1996 to 2000, he acted as director
      of
      Processes and Systems (CIO) for Financial Services of DaimlerChrysler Asia
      Pacific. During
      this period he was instrumental to having the LEASESOFT products of NetSol
      developed and introduced in several countries as a pilot customer. From
      2001 to 2004, he served as Vice President in the Japanese company of DCS (now
      Daimler). Mr. Beckert retired from DaimlerChrysler in November 2006. Mr. Beckert
      is chairman of the Nominating and Corporate Governance Committee and a member
      of
      the Audit and Compensation Committees.





SHAHID
      JAVED BURKI was appointed to the Board of Directors in February 2003. He had
      a
      distinguished career with World Bank at various high level positions from 1974
      to 1999. He was a Director of Chief Policy Planning with World Bank from
      1974-1981. He was also a Director of International Relations from 1981-1987.
      Mr.
      Burki served as Director of China Development from 1987-1994 and, Vice President
      of Latin America with the World Bank from 1994-1999. In between, he briefly
      served as the Finance Minister of Pakistan from 1996-1997. Mr. Burki also served
      as the CEO of the Washington based investment firm EMP Financial Advisors from
      1992-2002. Presently, he is the Chairman of Institute of Public Policy, a
      Lahore, Pakistan based think tank. . He was awarded a Rhodes scholarship in
      1962
      and M.A in Economics from Oxford University in 1963. He also earned a Master
      of
      Public Administration degree from Harvard University, Cambridge, MA in 1968.
      Most recently, he attended Harvard University and completed an Executive
      Development Program in 1998. During his lifetime, Mr. Burki has authored many
      books and articles including: *China's
      Commerce* (Published by Harvard in 1969) and *Accelerated
      Growth in Latin America* (Published by World Bank in 1998). Mr. Burki is a chairman of the Audit
      Committee and a member of the Compensation and Nominating and Corporate
      Governance Committees.




40




MARK
      CATON joined the board of directors of NetSol on January 1, 2007 to fill a
      vacancy and was elected to the board in June 2007.  Mr. Caton is currently
      President of Centela Systems, Inc. a distributor of computer peripheral
      solutions in the multimedia and digital electronic market segment, a position
      he
      has held since 2003. Prior to joining Centela, Mr. Caton was President of NetSol
      Technologies USA, responsible for US sales, from June 2002 to December 2003.
      Mr.
      Caton was employed by ePlus from 1997 to 2002 as Senior Account Representative.
      He was a member of the UCLA Alumni Association Board of Directors and served
      on
      the Board of Directors of NetSol from 2002-2003. Mr. Caton is a Chairman of
      the
      Compensation Committee and a member of the Audit and Nominating Committees.
      Mr.
      Caton received his BA from UCLA in psychology in 1971.




ALEXANDER
      SHAKOW joined the board on June 4, 2007.  Mr. Shakow had a distinguished
      career with the World Bank where he held various high level positions from
      1981-2002.  Since 2002, he has been an independent consultant for various
      international organizations.   From 1968-1981 Mr. Shakow  held
      many senior positions at the United States Agency for International Development,
      including Assistant Administrator for Program and Policy; Director -Office
      of
      Development and Planning, Bureau for Asia; and, Director-Indonesia,
      Malaysia and Singapore affairs.  Mr. Shakow was also a staff member
      of the United States Peace Corps from 1963-1967, including director in
      Indonesia.  Mr. Shakow received his PhD from the London School of Economics
      and Political Science in 1962.  He earned his undergraduate degree with
      honors from Swarthmore College in 1958.  Mr. Shakow is listed in *Who’s
      Who in America* and *Who’s
      Who in the World* ;
      and
      currently is a member of the Board of Trustees of EnterpriseWorks/VITA. 
Mr. Shakow is a member of the Audit, Compensation and Nominating and Corporate
      Governance Committees.





**ITEM
      10-EXECUTIVE COMPENSATION**





**Compensation
      Discussion and Analysis**




***Compensation
      Philosophy and Objectives***




The
      Compensation Committee believes that the most effective executive compensation
      program is one that is designed to reward the achievement of specific annual,
      long-term and strategic goals by the Company, and which aligns executives’
interests with those of the stockholders by rewarding performance at or above
      established goals, with the ultimate objective of increasing stockholder value.
      The philosophy of the Compensation Committee is to evaluate both performance
      and
      compensation to ensure that we maintain our ability to attract and retain
      superior employees in key positions and that compensation provided to key
      employees remains competitive relative to the compensation paid to similarly
      situated executives of our peer companies. To that end, the Compensation
      Committee believes executive compensation packages should include both cash
      and
      equity-based compensation that reward performance as measured against
      established goals.




***Setting
      Executive Compensation***




Management
      develops our compensation plans by utilizing publicly available compensation
      data in the media services and technology industries. We believe that the
      practices of these groups of companies provide us with appropriate compensation
      benchmarks, because these groups of companies are in similar businesses and
      tend
      to compete with us for executives and other employees. For benchmarking
      executive compensation, we typically review the compensation data we have
      collected from these groups of companies, as well as a subset of the data from
      those companies that have a similar number of employees as the Company. For
      purposes of determining executive compensation, we have not engaged consultants
      to help us analyze this data or to compare our compensation programs with the
      practices of the companies represented in the compensation data we review.




Based
      on
      management's analyses and recommendations, the Compensation Committee has
      approved a pay-for-performance compensation philosophy, which is intended to
      establish base salaries and total executive compensation (taking into
      consideration the executive's experience and abilities) that are competitive
      with those companies with a similar number of employees represented in the
      compensation data we review.




We
      work
      within the framework of this pay-for-performance compensation philosophy to
      determine each component of an executive's initial compensation package based
      on
      numerous factors, including:




•  the
      individual's particular background, track record and circumstances, including
      training and prior relevant work experience;





•  the
      individual's role with us and the compensation paid to similar persons in the
      companies represented in the compensation data that we review;





•
the
      demand for individuals with the individual's specific expertise and experience;





•  performance
      goals and other expectations for the position; and,




41




•  uniqueness
      of industry skills.




The
      terms
      of each executive officer's compensation are derived from employment agreements
      negotiated between the Company and the executive. Each executive's employment
      agreement is generally negotiated to cover a one to three-year period, and
      prescribes the base salary and other annual payments, if any, to the executive.
      Employment agreements for all executive officers are approved by the Board
      of
      Directors and the Compensation Committee. Employment agreements for other
      executives are approved by the Company's Chief Executive Officer.




***2008
      Executive Compensation Components***




For
      the
      fiscal year ended June 30, 2008, the principal components of compensation that
      our named executive officers were eligible to receive were:




•  Base
      salary;


•  Long
      Term
      Equity Incentive Compensation;


•  Performance-based
      incentive compensation (discretionary bonus); and,


•  Perquisites
      and other personal benefits.




***Base
      Salary***




An
      executive's base salary is evaluated together with components of the executive's
      other compensation to ensure that the executive's total compensation is
      consistent with our overall compensation philosophy.




The
      base
      salaries were established in arms-length negotiations between the executive
      and
      the Company, taking into account their extensive experience, knowledge of the
      industry, track record, and achievements on behalf of the Company.




Base
      salaries are adjusted annually by the Compensation Committee.




***Annual
      Bonus***




Our
      compensation program includes eligibility for bonuses as rewarded by the
      Compensation Committee. All
      executives are eligible for annual performance-based cash bonuses in accordance
      with Company policies.




During
      our fiscal year ended 2008, Mr. Najeeb Ghauri was awarded a cash bonus of
      $0. Ms. Gilger was awarded a cash bonus of $15,000. Ms. McGlasson was awarded
      a
      cash bonus of $5,000. Mr. Salim Ghauri was awarded a cash bonus of $0 and Mr.
      Naeem Ghauri was awarded a cash bonus of $0.




***Long-Term
      Equity Incentive Compensation***




We
      believe that long-term performance is achieved through an ownership culture
      that
      encourages long-term participation by our executives in equity-based awards.
      Our
      various Employee Stock Option Plans allow us to grant stock options to
      employees. We currently make initial equity awards of stock options to new
      executives and certain non-executive employees in connection with their
      employment with the Company. Annual grants of options, if any, are approved
      by
      the Compensation Committee *.*




*Equity
      Incentives.* Executives,
      certain non-executive employees, and directors who join us may be awarded stock
      awards and/or stock option grants after they join the Company. These grants
      have
      an exercise price equal to the fair market value of our common stock on the
      grant date. Such awards are intended to provide the executive with incentive
      to
      build value in the organization over an extended period of time. The size of
      the
      stock option award is also reviewed in light of the executive's track record,
      base salary, other compensation and other factors to ensure that the executive's
      total compensation is in line with our overall compensation philosophy. A review
      of all components of compensation is conducted when determining equity awards
      to
      ensure that total compensation conforms to our overall philosophy and
      objectives.




***Perquisites
      and Other Personal Benefits***




We
      provide named executive officers with perquisites and other personal benefits
      that we and the Compensation Committee believe are reasonable and consistent
      with our overall compensation program to better enable the Company to attract
      and retain superior employees for key positions. The Compensation Committee
      periodically reviews the levels of perquisites and other personal benefits
      provided to executive officers.




42




We
      maintain benefits and perquisites that are offered to all employees, including
      health insurance and dental insurance. Benefits and perquisites may vary in
      different country locations and are consistent with local practices and
      regulations.




***Termination
      Based Compensation***




Upon
      termination of employment, all executive officers are entitled to receive
      severance payments under their employment agreements. In determining whether
      to
      approve, and as part of the process of setting the terms of, such severance
      arrangements, the Compensation Committee recognizes that executives and officers
      often face challenges securing new employment following termination. Further,
      the Committee recognizes that many of the named executives and officers have
      participated in the Company since its founding and that this participation
      has
      not resulted in a return on their investments. Termination and Change in Control
      Payments considered both the risk and the dedication of these executives’
service to the Company.




Our
      Chief
      Executive Officer, CEO of NetSol Technologies, Ltd. and CEO of Netsol
      Technologies Europe, Ltd. have employment agreements that provide, if his
      employment is terminated without cause or if the executive terminates the
      agreement with Good Reason, he is entitled to (a) all remaining salary to
      the end of the date of termination, plus salary from the end of the employment
      term through the end of the third anniversary of the date of termination, and
      (b) the continuation by the Company of medical and dental insurance
      coverage for him and his family until the end of the employment term and through
      the end of the third anniversary of the date of termination. Provided, however,
      if such benefits cannot be continued for this extended period, the Executive
      shall receive 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. These
      agreements further provide for vesting of all options and restrictive stock
      grants, if any.




The
      CFO
      of the Company has an employment agreement that provides, if she is terminated
      without cause or if the executive terminates the agreement with Good Reason,
      she
      is entitled to (a) all remaining salary to the end of the date of
      termination, plus salary from the end of the employment term through the end
      of
      six months of the date of termination, and (b) the continuation by the
      Company of medical and dental insurance coverage for her and her family until
      the end of the employment term and through the end of six months following
      the
      date of termination. Provided, however, if such benefits cannot be continued
      for
      this extended period, the Executive shall receive 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. These agreements further provide for vesting
      of all options and restrictive stock grants, if any.




The
      Secretary of the Company has an employment agreement that provides, if she
      is
      terminated without cause or if the executive terminates the agreement with
      Good
      Reason, she is entitled to (a) all remaining salary to the end of the date
      of termination, plus salary from the end of the employment term through the
      end
      of the first anniversary of the date of termination, and (b) the
      continuation by the Company of medical and dental insurance coverage for her
      and
      her family until the end of the employment term and through the end of the
      first
      anniversary of the date of termination. Provided, however, if such benefits
      cannot be continued for this extended period, the Executive shall receive 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. These agreements further
      provide for vesting of all options and restrictive stock grants, if any.




**Tax
      and Accounting Implications**




***Deductibility
      of Executive Compensation***




As
      part
      of its role, the Compensation Committee reviews and considers the deductibility
      of executive compensation under Section 162(m) of the Internal Revenue
      Code, which provides that we may not deduct compensation of more than $1,000,000
      that is paid to certain individuals. We believe that compensation paid under
      the
      management incentive plans is generally fully deductible for federal income
      tax
      purposes.




***Accounting
      for Stock-Based Compensation***




Beginning
      on July 1, 2006, we began accounting for stock-based payments, including awards
      under our Employee Stock Option Plans, in accordance with the requirements
      of
      Statement of Financial Accounting Standards No. 123 (revised 2004), *Share-Based
      Payment,* or
      SFAS 123(R).




43




**Summary
      Compensation Table**




The
      following table shows the compensation for the fiscal year ended June 30, 2008
      earned by our Chairman and Chief Executive Officer, our Chief Financial Officer
      who is our Principal Financial and Accounting Officer, and others considered
      to
      be executive officers of the Company.




Name
                and Principle Position
            
            Fiscal Year
                Ended
            
            Salary ($)
            
            Bonus ($)
            
            Stock
              Awards ($)
              (1)
            
            Option
              Awards ($)
            
            All Other
              Compensation
              ($)
            
            Total ($)Najeeb
                Ghauri
            
            
            2008
            
            $
            287,500
            
            $
            -
            
            $
            -
            
            $
            -
            (2)
            $
            51,701
            (3)
            $
            339,201Chief
                Executive Officer,
            
            
            2007
            
            $
            275,000
            
            $
            50,000
            
            $
            -
            
            $
            -
            (2)
            $
            46,700
            (3)
            $
            371,700ChairmanNaeem
                Ghauri
            
            
            2008
            
            $
            235,183
            
            $
            -
            
            $
            -
            
            $
            -
            (2)
            $
            37,906
            (4)
            $
            273,089Chief
                Executive Officer,
            
            
            2007
            
            $
            220,282
            
            $
            50,000
            
            $
            -
            
            $
            -
            (3)
            $
            34,660
            (4)
            $
            304,942Global
                Products DivisionSalim
                Ghauri
            
            
            2008
            
            $
            200,000
            
            $
            -
            
            $
            -
            
            $
            -
            (2)
            $
            -
            (5)
            $
            200,000Chief
                Executive Officer,
            
            
            2007
            
            $
            175,000
            
            $
            50,000
            
            $
            -
            
            $
            -
            (2)
            $
            -
            (5)
            $
            225,000Global
                Services DivisionTina
                Gilger
            
            
            2008
            
            $
            128,917
            
            $
            15,000
            
            $
            -
            
            $
            12,160
            (2)
            $
            12,846
            (6)
            $
            168,923Chief
                Financial Officer
            
            
            2007
            
            $
            95,000
            
            $
            7,004
            
            $
            -
            
            $
            -
            (2)
            $
            17,587
            (6)
            $
            119,591Patti
                L. W. McGlasson
            
            
            2008
            
            $
            128,333
            
            $
            5,000
            
            $
            -
            
            $
            12,160
            (2)
            $
            -
            (7)
            $
            145,493Secretary,
                General
            
            
            2007
            
            $
            110,000
            
            $
            6,536
            
            $
            -
            
            $
            -
            (2)
            $
            -
            (7)
            $
            116,536Counsel




(1)  No
      stock
      was awarded to any officer during the fiscal year ended June 30, 2008 and
      therefore, no expense was recognized in the consolidated financial statements.





(2)
      For
      the fiscal year ended June 30, 2008, the following options were granted to
      the
      named officers: 10,000 options each to Ms. Tina Gilger and Ms. Patti McGlasson,
      using the Black-Scholes model these were valued at $12,160 each and an expense
      was recorded for this amount in the accompanying consolidated financial
      statements. No options were awarded to any officer during the fiscal year ended
      June 30, 2007 and therefore, no expense was recognized in the consolidated
      financial statements.





(3)
      Consists of $36,000 and $29,000 paid for automobile and travel allowance and
      $15,701 and $17,856 paid for medical and dental insurance premiums paid by
      the
      Company for participation in the health insurance program for the fiscal years
      ended June 30, 2008 and 2007, respectively.





(4)
      Consists of $24,149 and $31,876 paid for automobile and travel allowance and
      $13,757 and $2,784 paid for private medical insurance premiums paid by the
      Company for the fiscal years ended June 30, 2008 and 2007,
      respectively.





(5)
      The
      amount paid to the officer was in aggregate less than $10,000 for the fiscal
      years ended June 30, 2008 and 2007, respectively.





(6)
      Consists of $12,846 and $17,587 paid for medical and dental insurance premiums
      paid by the Company for participation in the health insurance program for the
      fiscal years ended June 30, 2008 and 2007, respectively.





(7)
      The
      amount paid to the officer was in aggregate less than $10,000 for the fiscal
      years ended June 30, 2008 and 2007, respectively.




**Grants
      of Plan-Based Awards**




The
      following options were granted to the named executives during the fiscal year
      ended June 30, 2008: 10,000 options each to Ms. Tina Gilger and Ms. Patti
      McGlasson, using the Black-Scholes model these were valued at $12,160 each
      and
      an expense was recorded for this amount in the accompanying consolidated
      financial statements.




44




There
      were no options granted to the named executives during the fiscal year ended
      June 30, 2007.




**Discussion
      of Summary Compensation Table**




The
      terms
      of our executive officers' compensation are derived from our employment
      agreements with them and the annual performance review by our Compensation
      Committee. The terms of Mr. Najeeb Ghauri, Mr. Naeem Ghauri and Mr. Salim
      Ghauri’s employment agreements with the Company were the result of negotiations
      between the Company and the executives and were approved by our Compensation
      Committee and Board of Directors. The terms of Ms. McGlasson’s employment
      agreement with the Company were the result of negotiations between our Chief
      Executive Officer and Ms. McGlasson and were approved by our Compensation
      Committee and Board of Directors. The terms of Ms. Gilger’s employment were
      the result of negotiations between our Chief Executive Officer and
      Ms. Gilger and were approved by our Compensation Committee and Board of
      Directors.




***Employment
      Agreement with Najeeb Ghauri***




Effective
      January 1, 2007, the Company entered into an Employment Agreement with our
      Chief
      Executive Officer, Najeeb Ghauri (the “CEO Agreement”). The CEO Agreement was
      amended effective January 1, 2008. Pursuant to the CEO Agreement, as amended,
      between Mr. Ghauri and the Company (the "CEO Agreement"), the Company
      agreed to employ Mr. Ghauri as its Chief Executive Officer from the date of
      the CEO Agreement through December 31, 2010. The term of employment
      automatically renews for 36 additional months unless notice of intent to
      terminate is received by either party at least 6 months prior to the end of
      the
      term. Under the CEO Agreement, Mr. Ghauri is entitled to an annualized base
      salary of $300,000 and is eligible for annual bonuses at the discretion of
      the
      Compensation Committee. Pursuant to the terms of the amendment, Mr. Ghauri
      is
      entitled to the following bonuses. Only upon the achievement of the Minimum
      Bonus Benchmark (as defined below), Mr. Ghauri shall be granted stock options
      for 750,000 shares of the common stock of the Company (the "Options") pursuant
      to an option agreement (the "Option Agreement") issued pursuant to the Company’s
      2005 Employee Stock Option Plan and shall vest equally over twenty four months
      beginning on the grant date and will be exercisable based on the customary
      provisions of such plan. The Option Agreement will have customary provisions
      relating to adjustments for stock splits and similar events. The exercise price
      of the Options will be $2.62 for 250,000 shares and, $3.90 for 500,000 shares.
      Further, the compensation committee 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 Thousand Dollars ($100,000)
      is payable upon achieving the minimum bonus benchmark of: company-wide revenue
      of $32,230,000 for fiscal year 2007-2008; and, earnings per share of $0.22
      (the
“Minimum Bonus Benchmark”). Additional bonuses may be earned if certain
“accelerator goals” are achieved. The bonus is accelerated to 200% of the bonus
      amount if revenue of $35,000,000 is attained and earnings per share of $0.27;
      and, to 300% if revenue of $40,000,000 and earnings per share $0.32. Once the
      Minimum Bonus Benchmark is attained the additional bonus may be earned based
      on
      a percentage of accelerator goals achieved.




The
      Company retained the right to
      increase the base compensation as it deems necessary. In addition,
      Mr. Ghauri is entitled to participate in the Company's stock option plans,
      is entitled to three [Malea confirm number of weeks] weeks of paid vacation per
      calendar year and is to receive a car allowance totaling $3,000 per month for
      the term of the CEO Agreement. Finally, during the term of the CEO Agreement,
      the Company shall pay the amount of premiums or other costs incurred for the
      coverage of Mr. Ghauri, his spouse and dependent family members under the
      Company's health and related benefit plans.




The
      CEO
      Agreement also includes provisions respecting severance, non-solicitation,
      non-competition, and confidentiality obligations. Pursuant to the CEO Agreement,
      if he terminates his employment for Good Reason (as described below), or, is
      terminated prior to the end of the employment term by the Company other than
      for
      Cause (as described below) or death, he shall be entitled to all remaining
      salary from the termination date until 36 months thereafter, at the rate of
      salary in effect on the date of termination, immediate vesting of all options
      and, continuation of all health related plan benefits for a period of 36 months.
      He shall have no obligation to seek other employment and any income so earned
      shall not reduce the foregoing amounts. If he is terminated by the Company
      for
      Cause (as described below), or at the end of the employment term, he shall
      not
      be entitled to further compensation. Under the CEO Agreement, Good Reason
      includes the assignment of duties inconsistent with his title, a material
      reduction in salary and perquisites, the relocation of the Company's principal
      office by 30 miles, if the Company asks him to perform any act which is illegal,
      including the commission of a crime or act of moral turpitude, or a material
      breach of the CEO Agreement by the Company. Under the CEO Agreement, Cause
      includes conviction of crime involving moral turpitude, failure to perform
      his
      duties to the Company, engaging in activities which are directly competitive
      to
      or intentionally injurious to the Company, or any material breach of the CEO
      Agreement by Mr. Ghauri.




The
      above
      summary of the CEO Agreement is qualified in its entirety by reference to the
      full text of the CEO, a copy of which was filed as an exhibit to the Company’s
      10-KSB for the fiscal year ended June 30, 2007. The above summary of the
      Amendment is qualified in its entirety by reference to the full text of the
      Amendment, a copy of which was filed as an exhibit hereto.




45




***Employment
      Agreement with Naeem Ghauri***




Effective
      January 1, 2007, the Company entered into an Employment Agreement with our
      President of NetSol Technologies Europe, Ltd. and Chief Executive Officer of
      our
      EMEA Agreement , Naeem Ghauri (the “President EMEA Agreement”). The President
      EMEA Agreement was amended effective January 1, 2008. Pursuant to the Employment
      Agreement, as amended, the Company agreed to employ Mr. Ghauri as its
      President of the EMEA region from the date of the President EMEA Agreement
      through December 31, 2010. The term of employment automatically renews for
      36
      additional months unless notice of intent to terminate is received by either
      party at least 6 months prior to the end of the term. Under the President EMEA
      Agreement, Mr. Ghauri is entitled to an annualized base salary of £122,000
      ($243,439 at June 30, 2008) and is eligible for annual bonuses at the discretion
      of the Compensation Committee. Pursuant to the terms of the Amendment, and
      only
      upon the achievement of company-wide revenue of $32,230,000 for fiscal year
      2007-2008; and, earnings per share of $0.22 (the “Minimum Bonus Benchmark”),
      Executive shall be granted stock options for 525,000 shares of the common stock
      of the Company (the "Options") pursuant to an option agreement (the "Option
      Agreement") issued pursuant to the Company’s 2005 Employee Stock Option Plan and
      shall vest equally over twenty four months beginning on the grant date and
      will
      be exercisable based on the customary provisions of such plan. The Option
      Agreement will have customary provisions relating to adjustments for stock
      splits and similar events. The exercise price of the Options will be $2.62
      for
      175,000 shares and, $3.90 for 350,000 shares. 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 Twenty-Four Thousand Two Hundred Fifty Dollars
      ($24,250) is payable upon achieving the minimum bonus benchmark of: company-wide
      revenue of $32,230,000 for fiscal year 2007-2008; and, earnings per share of
      $0.22 (the “Minimum Bonus Benchmark”). Additional bonuses may be earned if
      certain “accelerator goals” are achieved. The bonus is accelerated to 200% of
      the bonus amount if revenue of $35,000,000 is attained and earnings per share
      of
      $0.27; and, to 300% if revenue of $40,000,000 and earnings per share $0.32.
      Once
      the Minimum Bonus Benchmark is attained the additional bonus may be earned
      based
      on a percentage of accelerator goals achieved. Additionally, so long as
      Executive is the head of the mergers and acquisition team, Executive shall
      receive a bonus of Twenty-Four Thousand Two Hundred Fifty Dollars ($24,250)
      per
      successfully closed acquisition which involves minimal participation (with
      fees
      of no more than $10,000) from mergers and acquisition advisors.




The
      Company retained the right to increase the base compensation as it deems
      necessary. In addition, Mr. Ghauri is entitled to participate in the
      Company's stock option plans, is entitled to two weeks of paid vacation per
      calendar year and is to receive a car allowance totaling $2,000 per month for
      the term of the President EMEA Agreement. Finally, during the term of the
      President EMEA Agreement, the Company shall pay the amount of premiums or other
      costs incurred for the coverage of Mr. Ghauri, his spouse and dependent
      family members under the Company's health and related benefit plans.




The
      President EMEA Agreement also includes provisions respecting severance,
      non-solicitation, non-competition, and confidentiality obligations. Pursuant
      to
      the President EMEA Agreement, if he terminates his employment for Good Reason
      (as described below), or, is terminated prior to the end of the employment
      term
      by the Company other than for Cause (as described below) or death, he shall
      be
      entitled to all remaining salary from the termination date until 36 months
      thereafter, at the rate of salary in effect on the date of termination,
      immediate vesting of all options and, continuation of all health related plan
      benefits for a period of 36 months. He shall have no obligation to seek other
      employment and any income so earned shall not reduce the foregoing amounts.
      If
      he is terminated by the Company for Cause (as described below), or at the end
      of
      the employment term, he shall not be entitled to further compensation. Under
      the
      President EMEA Agreement, Good Reason includes the assignment of duties
      inconsistent with his title, a material reduction in salary and perquisites,
      the
      relocation of the Company's principal office by 30 miles, if the Company asks
      him to perform any act which is illegal, including the commission of a crime
      or
      act of moral turpitude, or a material breach of the President EMEA Agreement
      by
      the Company. Under the President EMEA Agreement, Cause includes conviction
      of
      crime involving moral turpitude, failure to perform his duties to the Company,
      engaging in activities which are directly competitive to or intentionally
      injurious to the Company, or any material breach of the President EMEA Agreement
      by Mr. Ghauri.




The
      above
      summary of the President EMEA Agreement is qualified in its entirety by
      reference to the full text of the President EMEA Agreement, a copy of which
      was
      filed as an exhibit to the Company’s 10-KSB for the fiscal year ended June 30,
      2007. The above summary of the Amendment is qualified in its entirety by
      reference to the full text of the Amendment, a copy of which was filed as an
      exhibit hereto.




46




***Employment
      Agreement with Salim Ghauri***




Effective
      January 1, 2007, the Company entered into an Employment Agreement with our
      President of NetSol Technologies, Ltd., our wholly owned subsidiary in Lahore,
      Pakistan and Chief Executive Officer of the APAC Region, Mr. Salim Ghauri (the
      “President APAC Agreement”). Pursuant to the Employment Agreement, as amended, ,
      the Company agreed to employ Mr. Ghauri as its President APAC and Chief
      Executive Officer of the Global Services Division from the date of the President
      APAC Agreement through December 31, 2010. The term of employment automatically
      renews for 36 additional months unless notice of intent to terminate is received
      by either party at least 6 months prior to the end of the term. Under the
      President APAC Agreement, Mr. Ghauri is entitled to an annualized base
      salary of $225,000 and is eligible for annual bonuses at the discretion of
      the
      Compensation Committee. Pursuant to the amendment, and only upon the achievement
      of the Minimum Bonus Benchmark (as defined below), Executive shall be granted
      stock options for 525,000 shares of the common stock of the Company (the
      "Options") pursuant to an option agreement (the "Option Agreement") issued
      pursuant to the Company’s 2005 Employee Stock Option Plan and shall vest equally
      over twenty four months beginning on the grant date and will be exercisable
      based on the customary provisions of such plan. The Option Agreement will have
      customary provisions relating to adjustments for stock splits and similar
      events. The exercise price of the Options will be $2.62 for 175,000 shares
      and,
      $3.90 for 350,000 shares. 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 Fifty Thousand Dollars ($50,000) is payable upon achieving the
      minimum bonus benchmark of: company-wide revenue of $32,230,000 for fiscal
      year
      2007-2008; and, earnings per share of $0.22 (the “Minimum Bonus Benchmark”).
      Additional bonuses may be earned if certain “accelerator goals” are achieved.
      The bonus is accelerated to 200% of the bonus amount if revenue of $35,000,000
      is attained and earnings per share of $0.27; and, to 400% if revenue of
      $40,000,000 is attained and earnings per share of $0.32. Once the Minimum Bonus
      Benchmark is attained the accelerator bonus shall be awarded proportionally
      to
      the accelerator goals achieved.




The
      Company retained the right to increase the base compensation as it deems
      necessary. In addition, Mr. Ghauri is entitled to participate in the
      Company's stock option plans, is entitled to two weeks of paid vacation per
      calendar year. Finally, during the term of the President APAC Agreement, the
      Company shall pay the amount of premiums or other costs incurred for the
      coverage of Mr. Ghauri, his spouse and dependent family members under the
      Company's health and related benefit plans.




The
      President APAC Agreement also includes provisions respecting severance,
      non-solicitation, non-competition, and confidentiality obligations. Pursuant
      to
      the President APAC Agreement, if he terminates his employment for Good Reason
      (as described below), or, is terminated prior to the end of the employment
      term
      by the Company other than for Cause (as described below) or death, he shall
      be
      entitled to all remaining salary from the termination date until 36 months
      thereafter, at the rate of salary in effect on the date of termination,
      immediate vesting of all options and, continuation of all health related plan
      benefits for a period of 36 months. He shall have no obligation to seek other
      employment and any income so earned shall not reduce the foregoing amounts.
      If
      he is terminated by the Company for Cause (as described below), or at the end
      of
      the employment term, he shall not be entitled to further compensation. Under
      the
      President APAC Agreement, Good Reason includes the assignment of duties
      inconsistent with his title, a material reduction in salary and perquisites,
      the
      relocation of the Company's principal office by 30 miles, if the Company asks
      him to perform any act which is illegal, including the commission of a crime
      or
      act of moral turpitude, or a material breach of the President APAC Agreement
      by
      the Company. Under the President APAC Agreement, Cause includes conviction
      of
      crime involving moral turpitude, failure to perform his duties to the Company,
      engaging in activities which are directly competitive to or intentionally
      injurious to the Company, or any material breach of the President APAC Agreement
      by Mr. Ghauri.




The
      above
      summary of the President EMEA Agreement is qualified in its entirety by
      reference to the full text of the President EMEA Agreement, a copy of which
      was
      filed as an exhibit to the Company’s 10-KSB for the fiscal year ended June 30,
      2007. The above summary of the Amendment is qualified in its entirety by
      reference to the full text of the Amendment, a copy of which was filed as an
      exhibit hereto.




***Employment
      Agreement with Tina Gilger***




Effective
      August 1, 2007, the Company entered into an Employment Agreement with our Chief
      Financial Officer, Ms. Tina Gilger. Pursuant to the Employment Agreement between
      Ms. Gilger and the Company (the "CFO Agreement"), the Company agreed to
      employ Ms. Gilger as its Chief Financial Officer from the date of the CFO
      Agreement through August 1, 2008. According to the terms of the CFO Agreement,
      the term of the agreement automatically extends for an additional one month
      periods unless notice of intent to terminate is received by either party at
      least two weeks prior to the end of the term. Under the CFO Agreement, Ms.
      Gilger was entitled to an annualized base salary of $132,000 and is eligible
      for
      annual bonuses at the discretion of the compensation committee of the board
      of
      directors. The Company retained the right to increase the base compensation
      as
      it deems necessary. In addition, Ms. Gilger is entitled to participate in
      the Company's stock option plans and, is entitled to two weeks of paid vacation
      per calendar year. Finally, during the term of the CFO Agreement, the Company
      shall pay the amount of premiums or other costs incurred for the coverage of
      Ms. Gilger and her dependent family members under the Company's health and
      related benefit plans.




47




The
      CFO
      Agreement also includes provisions respecting severance, non-solicitation,
      non-competition, and confidentiality obligations. Pursuant to the CFO Agreement,
      if she terminates her employment for Good Reason (as described below), or,
      is
      terminated prior to the end of the employment term by the Company other than
      for
      Cause (as described below) or death, she shall be entitled to all remaining
      salary from the termination date until 6 months thereafter, at the rate of
      salary in effect on the date of termination, immediate vesting of all options
      and, continuation of all health related plan benefits for a period of 6 months.
      She shall have no obligation to seek other employment and any income so earned
      shall not reduce the foregoing amounts. If she is terminated by the Company
      for
      Cause (as described below), or at the end of the employment term, she shall
      not
      be entitled to further compensation. Under the CFO Agreement, Good Reason
      includes the assignment of duties inconsistent with her title, a material
      reduction in salary and perquisites, the relocation of the Company's principal
      office by 60 miles, if the Company asks her to perform any act which is
      illegal, including the commission of a crime or act of moral turpitude, or
      a
      material breach of the CFO Agreement by the Company. Under the CFO Agreement,
      Cause includes conviction of crime involving moral turpitude, failure to
      perform her duties to the Company, engaging in activities which are
      directly competitive to or intentionally injurious to the Company, or any
      material breach of the CFO Agreement by Ms. Gilger.




The
      above
      summary of the CFO Agreement is qualified in its entirety by reference to the
      full text of the CFO Agreement, a copy of which was filed as an exhibit to
      the
      Company’s 10-KSB for the year ended June 30, 2007.




***Employment
      Agreement with Patti L. W. McGlasson***




Effective
      May 1, 2006, the Company entered into an Employment Agreement with our Secretary
      and General Counsel, Ms. Patti L. W. McGlasson. Pursuant to the Employment
      Agreement between Ms. McGlasson and the Company (the "General Counsel
      Agreement"), the Company agreed to employ Ms. McGlasson as its Secretary
      and General Counsel from the date of the General Counsel Agreement through
      April
      30, 2008. According to the terms of the General Counsel Agreement, the term
      of
      the agreement automatically extends for an additional one year periods unless
      notice of intent to terminate is received by either party at least 6 months
      prior to the end of the term. Under the General Counsel Agreement,
      Ms. McGlasson was entitled to an annualized base salary of $110,000 and is
      eligible for annual bonuses at the discretion of the Chief Executive Officer.
      Effective August 1, 2007, Ms. McGlasson’s annualized salary was raised to
      $130,000. The Company retained the right to increase the base compensation
      as it
      deems necessary. In addition, Ms. McGlasson is entitled to participate in
      the Company's stock option plans and, is entitled to two weeks of paid vacation
      per calendar year. Finally, during the term of the General Counsel Agreement,
      the Company shall pay the amount of premiums or other costs incurred for the
      coverage of Ms. McGlasson, her spouse and dependent family members under
      the Company's health and related benefit plans.




The
      General Counsel Agreement also includes provisions respecting severance,
      non-solicitation, non-competition, and confidentiality obligations. Pursuant
      to
      the General Counsel Agreement, if she terminates her employment for Good Reason
      (as described below), or, is terminated prior to the end of the employment
      term
      by the Company other than for Cause (as described below) or death, she shall
      be
      entitled to all remaining salary from the termination date until 12 months
      thereafter, at the rate of salary in effect on the date of termination,
      immediate vesting of all options and, continuation of all health related plan
      benefits for a period of 12 months. She shall have no obligation to seek other
      employment and any income so earned shall not reduce the foregoing amounts.
      If
      she is terminated by the Company for Cause (as described below), or at the
      end
      of the employment term, she shall not be entitled to further compensation.
      Under
      the General Counsel Agreement, Good Reason includes the assignment of duties
      inconsistent with her title, a material reduction in salary and perquisites,
      the
      relocation of the Company's principal office by 60 miles, if the Company
      asks her to perform any act which is illegal, including the commission of a
      crime or act of moral turpitude, or a material breach of the General Counsel
      Agreement by the Company. Under the General Counsel Agreement, Cause includes
      conviction of crime involving moral turpitude, failure to perform her duties
      to
      the Company, engaging in activities which are directly competitive to or
      intentionally injurious to the Company, or any material breach of the General
      Counsel Agreement by Ms. McGlasson.




The
      above
      summary of the General Counsel Agreement is qualified in its entirety by
      reference to the full text of the General Counsel Agreement, a copy of which
      was
      filed as an exhibit to the Company’s 10-KSB for the fiscal year ended June 30,
      2006 on September 27, 2006.




48




**Outstanding
      Equity Awards at Fiscal Year-End**




The
      following table shows grants of stock options and grants of unvested stock
      awards outstanding on June 30, 2008, the last day of our fiscal year, to each
      of
      the individuals named in the Summary Compensation Table.




NAME
            
            NUMBER OF
              SECURITIES
              UNDERLYING
              OPTIONS (#)
              EXERCISABLE
            
            NUMBER OF
              SECURITIES
              UNDERLYING
              OPTIONS (#)
              UNEXERCISABLE
            
            OPTION
              EXERCISE
              PRICE ($)
            
            OPTION
              EXPIRATION
              DATENajeeb
                Ghauri
            
            
            100,000
            
            
            -
            
            
            2.21
            
            
            1/1/14100,000
            
            
            
            
            
            3.75
            
            
            1/1/1450,000
            
            
            
            
            
            5.00
            
            
            1/1/1420,000
            
            
            
            
            
            2.64
            
            
            3/26/1430,000
            
            
            
            
            
            5.00
            
            
            3/26/14374,227
            
            
            
            
            
            1.94
            
            
            4/1/15500,000
            
            
            
            
            
            2.91
            
            
            4/1/15200,000
            
            
            
            
            
            1.83
            
            
            6/2/16250,000
            
            
            
            
            
            2.50
            
            
            6/2/16Naeem
                Ghauri
            
            
            100,000
            
            
            -
            
            
            2.21
            
            
            1/2/14100,000
            
            
            
            
            
            3.75
            
            
            1/2/1450,000
            
            
            
            
            
            5.00
            
            
            1/2/1420,000
            
            
            
            
            
            2.64
            
            
            3/26/1430,000
            
            
            
            
            
            5.00
            
            
            3/26/1410,000
            
            
            
            
            
            2.50
            
            
            2/16/12374,227
            
            
            
            
            
            1.94
            
            
            4/1/15500,000
            
            
            
            
            
            2.91
            
            
            4/1/15250,000
            
            
            
            
            
            1.83
            
            
            6/2/16250,000
            
            
            
            
            
            2.50
            
            
            6/2/16Salim
                Ghauri
            
            
            100,000
            
            
            -
            
            
            2.21
            
            
            1/2/14100,000
            
            
            
            
            
            3.75
            
            
            1/2/1450,000
            
            
            
            
            
            5.00
            
            
            3/26/1420,000
            
            
            
            
            
            2.64
            
            
            3/26/1430,000
            
            
            
            
            
            5.00
            
            
            3/26/1420,000
            
            
            
            
            
            2.50
            
            
            2/16/12374,227
            
            
            
            
            
            1.94
            
            
            4/1/15500,000
            
            
            
            
            
            2.91
            
            
            4/1/15250,000
            
            
            
            
            
            1.83
            
            
            6/2/16250,000
            
            
            
            
            
            2.50
            
            
            6/2/16Tina
                Gilger
            
            
            10,000
            
            
            -
            
            
            1.86
            
            
            7/20/1510,000
            
            
            
            
            
            2.79
            
            
            7/20/1520,000
            
            
            
            
            
            1.65
            
            
            7/7/1520,000
            
            
            
            
            
            2.25
            
            
            7/7/1510,000
            
            
            
            
            
            1.60
            
            
            7/23/17Patti
                L. W. McGlasson
            
            
            10,000
            
            
            -
            
            
            3.00
            
            
            1/1/1420,000
            
            
            
            
            
            2.64
            
            
            3/26/1430,000
            
            
            
            
            
            5.00
            
            
            3/26/1420,000
            
            
            
            
            
            1.65
            
            
            7/7/1520,000
            
            
            
            
            
            2.25
            
            
            7/7/1510,000
            
            
            
            
            
            1.60
            
            
            7/23/17




49




**Option
      Exercises and Stock Vested**




Mr.
      Najeeb Ghauri exercised options to acquire 50,000 shares of common stock of
      the
      Company at the exercise price of $1.83 per share during the last fiscal year.




**Pension
      Benefits**




We
      do not
      have any qualified or non-qualified defined benefit plans.




**Potential
      Payments upon Termination or Change of Control**




Generally,
      regardless of the manner in which a named executive officer's employment
      terminates, he is entitled to receive amounts earned during his term of
      employment. Such amounts include the portion of the executive's base salary
      that
      has accrued prior to any termination and not yet been paid and  unused
      vacation pay.




In
      addition, we are required to make the additional payments and/or provide
      additional benefits to the individuals named in the Summary Compensation Table
      in the event of a termination of employment or a change of control, as set
      forth
      below.




**Change-in-Control
      Payments**




***Najeeb
      Ghauri, Chairman and Chief Executive Officer***




In
      the
      event that Mr. Ghauri is terminated as a result of a change in control (defined
      below), he is entitled to all payments due in the event of a termination for
      Cause or Good Reason and: (a) a onetime payment equal to the product of 2.99
      and
      his salary during the preceding 12 months; (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.




The
      following table summarizes the potential payments to Mr. Ghauri assuming
      his employment with us was terminated or a change of control occurred on June
      30, 2008, the last day of our most recently completed fiscal year.




BENEFITS
                AND PAYMENTS
            
            CHANGE
              OF
              CONTROL
            
            TERMINATION
              UPON DEATH
              OR
              DISABILITY
            
            TERMINATION
              BY US
              WITHOUT
              CAUSE OR BY
              EXECUTIVE
              FOR GOOD
              REASONBase
                Salary
            
            $
            900,000
            
            $
            -
            
            $
            953,103Bonus
            
            
            -Salary
                Multiple Pay-out
            
            
            897,000Bonus
                or Revenue One-time Pay-Out
            
            
            366,422Net
                Cash Value of Options
            
            
            4,190,506Total
            
            $
            6,353,928
            
            $
            -
            
            $
            953,103




***Naeem
      Ghauri, President EMEA***




In
      the
      event that Mr. Ghauri is terminated as a result of a change in control (defined
      below), he is entitled to all payments due in the event of a termination for
      Cause or Good Reason and: (a) a onetime payment equal to the product of 2.99
      and
      his salary during the preceding 12 months; (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.




50




The
      following table summarizes the potential payments to Mr. Ghauri assuming
      his employment with us was terminated or a change of control occurred on June
      30, 2008, the last day of our most recently completed fiscal year.




BENEFITS
                AND PAYMENTS
            
            CHANGE
              OF
              CONTROL
            
            TERMINATION
              UPON DEATH
              OR
              DISABILITY
            
            TERMINATION
              BY US
              WITHOUT
              CAUSE OR BY
              EXECUTIVE
              FOR GOOD
              REASONBase
                Salary
            
            $
            735,000
            
            $
            -
            
            $
            735,000Bonus
            
            
            -Salary
                Multiple Pay-out
            
            
            732,550Bonus
                or Revenue One-time Pay-Out
            
            
            366,422Net
                Cash Value of Options
            
            
            4,371,106Total
            
            $
            6,205,078
            
            $
            -
            
            $
            735,000




***Salim
      Ghauri, President APAC***




In
      the
      event that Mr. Ghauri is terminated as a result of a change in control (defined
      below), he is entitled to all payments due in the event of a termination for
      Cause or Good Reason and: (a) a onetime payment equal to the product of 2.99
      and
      his salary during the preceding 12 months; (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.




The
      following table summarizes the potential payments to Mr. Ghauri assuming
      his employment with us was terminated or a change of control occurred on June
      30, 2008, the last day of our most recently completed fiscal year.




BENEFITS
                AND PAYMENTS
            
            CHANGE
              OF
              CONTROL
            
            TERMINATION
              UPON DEATH
              OR
              DISABILITY
            
            TERMINATION
              BY US
              WITHOUT
              CAUSE OR BY
              EXECUTIVE
              FOR GOOD
              REASONBase
                Salary
            
            $
            675,000
            
            $
            -
            
            $
            675,000Bonus
            
            
            -Salary
                Multiple Pay-out
            
            
            672,750Bonus
                or Revenue One-time Pay-Out
            
            
            366,422Net
                Cash Value of Options
            
            
            4,371,106Total
            
            $
            6,085,278
            
            $
            -
            
            $
            675,000




51





***Tina
      Gilger, Chief Financial Officer***




In
      the
      event that Ms. Gilger is terminated as a result of a change in control (defined
      below), she is entitled to all payments due in the event of a termination for
      Cause or Good Reason and: (a) a onetime payment equal to the product of 2.99
      and
      her salary during the preceding 6 months; (b) a one-time payment equal to the
      higher of (i) Executive’s bonus for the previous year and (ii) one-half of one
      percent of the Company’s consolidated gross revenues for the previous six (6)
      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, she shall so notify the Company of her intent.




The
      following table summarizes the potential payments to Ms. Gilger assuming
      her employment with us was terminated or a change of control occurred on June
      30, 2008, the last day of our most recently completed fiscal year.




BENEFITS
                AND PAYMENTS
            
            CHANGE
              OF
              CONTROL
            
            TERMINATION
              UPON
                DEATH
              OR
              DISABILITY
            
            TERMINATION
              BY
                US
              WITHOUT
              CAUSE
                OR BY
              EXECUTIVE
              FOR
                GOOD
              REASONBase
                Salary
            
            $
            66,000
            
            $
            -
            
            $
            66,000Bonus
            
            
            15,000Salary
                Multiple Pay-out
            
            
            197,340Bonus
                or Revenue One-time Pay-Out
            
            
            91,605Net
                Cash Value of Options
            
            
            180,600Total
            
            $
            550,545
            
            $
            -
            
            $
            66,000




***Patti
      L. W. McGlasson, Secretary and General Counsel***




In
      the
      event that Ms. McGlasson is terminated as a result of a change in control
      (defined below), she is entitled to all payments due in the event of a
      termination for Cause or Good Reason and: (a) a onetime payment equal to the
      product of 2.99 and her salary during the preceding 12 months; (b) a one-time
      payment equal to the higher of (i) Executive’s bonus for the previous year and
      (ii) one-half of 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, she shall so notify the Company of
      her intent.




The
      following table summarizes the potential payments to Ms. McGlasson assuming
      her employment with us was terminated or a change of control occurred on June
      30, 2008, the last day of our most recently completed fiscal year.




52




BENEFITS
                AND PAYMENTS
            
            CHANGE
              OF
              CONTROL
            
            TERMINATION
              UPON
                DEATH
              OR
              DISABILITY
            
            TERMINATION
              BY
                US
              WITHOUT
              CAUSE
                OR BY EXECUTIVE
              FOR
                GOOD
              REASONBase
                Salary
            
            $
            130,000
            
            $
            -
            
            $
            130,000Bonus
            
            
            5,000Salary
                Multiple Pay-out
            
            
            388,700Bonus
                or Revenue One-time Pay-Out
            
            
            183,211Net
                Cash Value of Options
            
            
            283,800Total
            
            $
            990,711
            
            $
            -
            
            $
            130,000




**Director
      Compensation**




***Director
      Compensation Table***




The
      following table sets forth a summary of the compensation earned by our Directors
      and/or paid to certain of our Directors pursuant to the Company's compensation
      policies for the fiscal year ended June 30, 2008, other than Najeeb Ghauri,
      Naeem Ghauri and Salim Ghauri who are executives and directors.




NAME
            
            FEES
              EARNED
              OR
                PAID
              IN
                CASH ($)
            
            OPTION
              AWARDS
              ($)
                (1)
            
            TOTAL
              ($)Eugen
                Beckert
            
            
            23,000
            
            
            -
            
            
            23,000Shahid
                Javed Burki
            
            
            29,000
            
            
            -
            
            
            29,000Mark
                Caton
            
            
            26,000
            
            
            -
            
            
            26,000Alexander
                Shakow
            
            
            16,000
            
            
            -
            
            
            16,000




(1)   There
      were no options awarded during fiscal year ended June 30, 2008




***Director
      Compensation Policy***




Messrs. Ghauri
      are not paid any fees or other compensation for services as members of our
      Board
      of Directors.




The
      non-employee members of our Board of Directors received as compensation for
      services as directors as well as reimbursement for documented reasonable
      expenses incurred in connection with attendance at meetings of our Board of
      Directors and the committees thereof. The Company paid the following amounts
      to
      members of the Board of Directors for the activities shown during the fiscal
      year ended June 30, 2008.




53




BOARD
                ACTIVITY
            
            CASH
              PAYMENTSAnnual
                Cash Retainer
            
            $
            10,000Committee
                Membership
            
            $
            2,000Chairperson
                for Audit Committee
            
            $
            15,000Chairperson
                for Compensation Committee
            
            $
            12,000Chairperson
                for Nominating and Corporate Governance Committee
            
            $
            9,000




Members
      of our Board of Directors are also eligible to receive stock option or stock
      award grants both upon joining the Board of Directors and on an annual basis
      in
      line with recommendations by the Compensation Committee, which grants are
      non-qualified stock options under our Employee Stock Option Plans. Further,
      from
      time to time, the non-employee members of the Board of Directors are eligible
      to
      receive stock grants that may be granted if and only if approved by the
      shareholders of the Company.




**Compensation
      Committee Interlocks and Insider Participation**




The
      current members of the Compensation Committee are Messrs. Caton (Chairman),
      Mr. Beckert, Mr. Burki and Mr. Shakow. During the fiscal year ended June 30,
      2007, the Chairman of the Compensation Committee was Mr. Beckert. There were
      no
      other members of the committee during the fiscal year ended June 30, 2007.
      All
      current members of the Compensation Committee are "independent directors" as
      defined under the Nasdaq Marketplace Rules. None of these individuals were
      at
      any time during the fiscal year ended June 30, 2008, or at any other time,
      an
      officer or employee of the Company.




No
      executive officer of the Company serves as a member of the board of directors
      or
      compensation committee of any entity that has one or more executive officers
      serving as a member of the Company's Board of Directors or Compensation
      Committee.




**Employee
      Stock Option Plans**





The
      2001
      plan authorizes the issuance of up to 2,000,000 options to purchase common
      stock
      of which 2,000,000 have been granted. The grant prices range between $.75 and
      $2.50.





The
      2002
      plan authorizes the issuance of up to 2,000,000 options to purchase common
      stock
      of which 2,000,000 options have been granted. The grant prices range between
      $.75 and $5.00.





In
      March
      2004, our shareholders approved the 2003 stock option plan. This plan authorizes
      up to 2,000,000 options to purchase common stock of which 1,159,606 have been
      granted. The grant prices range between $1.00 and $5.00.





In
      March
      2005, our shareholders approved the 2004 stock option plan. This plan authorizes
      up to 5,000,000 options to purchase common stock of which 4,998,246 have been
      granted. The grant prices range between $1.50 and $3.00.





In
      April
      2006, our shareholders approved the 2005 stock option plan. This plan authorizes
      up to 5,000,000 options to purchase common stock of which 1,780,000 have been
      granted. The grant prices range between $1.70 and $2.55.





In
      May
      2008, our shareholders approved the 2008 Equity Incentive Plan. This plan
      authorizes grants of up to 1,000,000 options or stock awards of which none
      have
      been granted.




54


**ITEM
      11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**





The
      following table sets forth certain information regarding the beneficial
      ownership of the Company's Common Stock, its only class of outstanding voting
      securities as of September 15, 2008, by (i) each person who is known to the
      Company to own beneficially more than 5% of the outstanding common Stock with
      the address of each such person, (ii) each of the Company's present directors
      and officers, and (iii) all officers and directors as a group:




PercentageName
                and
            
            Number
                of
            
            BeneficiallyAddress
            
            Shares(1)(2)
            
            owned(4)Najeeb
                Ghauri (3)
            
            
            2,577,650
            
            
            9.75
            %Naeem
                Ghauri (3)
            
            
            2,261,367
            
            
            8.56
            %Salim
                Ghauri (3)
            
            
            2,434,406
            
            
            9.21
            %Eugen
                Beckert (3)
            
            
            223,900
            
            
            *Shahid
                Javed Burki (3)
            
            
            194,000
            
            
            *Mark
                Caton (3)
            
            
            6,000
            
            
            *Alexander
                Shakow (3)
            
            
            0
            
            
            *Patti
                McGlasson (3)
            
            
            135,000
            
            
            *Tina
                Gilger (3)
            
            
            81,731
            
            
            *The
                Tail Wind Fund Ltd.(5)(6)
            
            
            2,748,818
            
            
            9.9
            %All
                        officers and directors as a group (nine
                        persons)
            
            
            7,914,054
            
            
            29.95
            %





*
      Less
      than one percent





(1)
      Except as otherwise indicated, the Company believes that the beneficial owners
      of the common stock listed below, based on information furnished by such owners,
      have sole investment and voting power with respect to such shares, subject
      to
      community property laws where applicable. Beneficial ownership is determined
      in
      accordance with the rules of the Securities and Exchange Commission and
      generally includes voting or investment power with respect to securities.





(2)
      Beneficial ownership is determined in accordance with the rules of the
      Commission and generally includes voting or investment power with respect to
      securities. Shares of common stock relating to options currently exercisable
      or
      exercisable within 60 days of September 19, 2007 **** are
      deemed outstanding for computing the percentage of the person holding such
      securities but are not deemed outstanding for computing the percentage of any
      other person. Except as indicated by footnote, and subject to community property
      laws where applicable, the persons named in the table above have sole voting
      and
      investment power with respect to all shares shown as beneficially owned by
      them.
      Includes shares issuable upon exercise of options exercisable within 60 days,
      as
      follows: Mr. Najeeb Ghauri, 1,774,227; Mr. Naeem Ghauri, 1,784,227; Mr. Salim
      Ghauri, 1,774,227; Mr. Eugen Beckert, 135,000; Mr. Shahid Burki, 150,000; Ms.
      Tina Gilger, 70,000; and Ms. Patti McGlasson, 110,000.





(3)
      Address c/o NetSol Technologies, Inc. at 23901 Calabasas Road, Suite 2072,
      Calabasas, CA 91302.





(4)
      Shares issued and outstanding as of September 13, 2007 were 21,374,922.





(5)
      Address: The Bank of Nova Scotia Trust Company (Bahamas) Ltd., Windermere House,
      404 East Bay Street, P.O. Box SS-5539, Nassau, Bahamas. Tail Wind Advisory
&
Management Ltd., a UK corporation authorized and regulated by the Financial
      Services Authority of Great Britain (“TWAM”), is the investment manager for The
      Tail Wind Fund Ltd., and David Crook is the CEO and controlling shareholder
      of
      TWAM. Each of TWAM and David Crook expressly disclaims any equitable or
      beneficial ownership of the shares being referred to hereunder and held by
      The
      Tail Wind Fund Ltd.




55




(6)
      Subject to the Ownership Limitation (defined below), The Tail Wind Fund Ltd.
      (“Tail Wind”) may be deemed to beneficially own a total of 4,352,073 shares of
      Common Stock, including: 1,268,740 shares of Common Stock held by Tail Wind,;
      1,060,606 shares of Common Stock issuable upon conversion of $1,750,000 in
      liquidation preference of the Company’s Series A 7% Cumulative Convertible
      Preferred Stock (“the Preferred Stock”); 303,030 sshares of Common Stock
      issuable upon exercise of Warrants issued to Tail Wind on June 29, 2007; 303,030
      shares of Common Stock issuable upon exercise of Warrants issued to Tail Wind
      on
      October 29, 2007 (together with the warrants issued on June 29, 2007, the
“Warrants”); and, 1,416,667 shares of Common Stock issuable upon conversion of
      $4,250,000 in principal amount of the Company’s Convertible Notes due July 31,
      2011 issued to Tail Wind on July 23, 2008 (the “Notes”). . In accordance with
      Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the
      number of shares of Common Stock into which the Reporting Person's Notes,
      Preferred Stock and Warrants are convertible and exercisable is limited,
      pursuant to the terms of such instruments, to that number of shares of Common
      Stock which would result in the Reporting Person having beneficial ownership
      of
      9.9% of the total issued and outstanding shares of Common Stock (the "Ownership
      Limitation"), Tail Wind disclaims beneficial ownership of any and all shares
      of
      Common Stock that would cause Tail Wind's beneficial ownership to exceed the
      Ownership Limitation. In accordance with the Ownership Limitation, Tail Wind,
      based upon 26,285,761 shares of common stock outstanding (as of July 23, 2008),
      Tail Wind beneficially owns 2,748,818 shares of Common Stock and disclaims
      beneficial ownership of 1,603,255.




**ITEM
      12-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**





In
      July
      2007, the board approved compensation for service on the Audit, Compensation
      and
      Nominating and Corporate Governance Committees. This compensation is discussed
      in the sections entitled “Compensation of Directors” beginning on page
      53.




56




**PART
      IV**





**ITEM
      13 - EXHIBITS AND REPORTS ON FORM 8-K**





(a)
      Exhibits


3.1
              Articles
                  of Incorporation of Mirage Holdings, Inc., a Nevada corporation,
                  dated
                  March 18, 1997, incorporated by reference as Exhibit 3.1 to NetSol’s
                  Registration Statement No. 333-28861 filed on Form SB-2 filed June
                  10,
                  1997.*
   3.2
              Amendment
                  to Articles of Incorporation dated May 21, 1999, incorporated by
                  reference
                  as Exhibit 3.2 to NetSol’s Annual Report for the fiscal year ended June
                  30, 1999 on Form 10K-SB filed September 28,
                  1999.*
  3.3
              Amendment
                  to the Articles of Incorporation of NetSol International, Inc.
                  dated March
                  20, 2002 incorporated by reference as Exhibit 3.3 to NetSol’s Annual
                  Report on Form 10-KSB/A filed on February 2,
                  2001.*
  3.4
              Amendment
                  to the Articles of Incorporation of NetSol Technologies, Inc. dated
                  August
                  20, 2003 filed as Exhibit A to NetSol’s Definitive Proxy Statement filed
                  June 27, 2003.*
  3.5
              Amendment
                  to the Articles of Incorporation of NetSol Technologies, Inc. dated
                  March
                  14, 2005 filed as Exhibit 3.0 to NetSol’s quarterly report filed on Form
                  10-QSB for the period ended March 31,
                  2005.*
  3.6
              Amendment
                  to the Articles of Incorporation dated October 18, 2006 filed as
                  Exhibit
                  3.5 to NetSol’s Annual Report for the fiscal year ended June 30, 2007 on
                  Form 10-KSB.
  3.7
              Amendment
                  to Articles of Incorporation dated May 12, 2008
                  (1)
  3.8
              Bylaws
                  of Mirage Holdings, Inc., as amended and restated as of November
                  28, 2000
                  incorporated by reference as Exhibit 3.3 to NetSol’s Annual Report for the
                  fiscal year ending in June 30, 2000 on Form 10K-SB/A filed on February
                  2,
                  2001.*
  3.9
              Amendment
                  to the Bylaws of NetSol Technologies, Inc. dated February 16, 2002
                  incorporated by reference as Exhibit 3.5 to NetSol’s Registration
                  Statement filed on Form S-8 filed on March 27,
                  2002.*
  4.1
              Form
                  of Common Stock Certificate*
  4.2
              Form
                  of Warrant*.
   4.3
              Form
                  of Series A 7% Cumulative Preferred Stock filed as Annex E to NetSol’s
                  Definitive Proxy Statement filed September 18,
                  2006*.
 
 10.1
              Lease
                  Agreement for Calabasas executive offices dated December 3, 2003
                  incorporated by reference as Exhibit 99.1 to NetSol’s Current Report filed
                  on Form 8-K filed on December 24,
                  2003.*
  10.2
              Company
                  Stock Option Plan dated May 18, 1999 incorporated by reference
                  as Exhibit
                  10.2 to the Company’s Annual Report for the Fiscal Year Ended June 30,
                  1999 on Form 10K-SB filed September 28,
                  1999.*




10.3
                CompanyStock
                    Option Plan dated April 1, 1997 incorporated by reference as
                    Exhibit 10.5
                    to NetSol’s Registration Statement No. 333-28861 on Form SB-2 filed June
                    10, 1997*




10.4
            Company
                2003 Incentive and Nonstatutory incorporated by reference as Exhibit
                99.1
                to NetSol’s Definitive Proxy Statement filed February 6,
                2004.*




10.5
            Company
                2001 Stock Options Plan dated March 27, 2002 incorporated by reference
                as
                Exhibit 5.1 to NetSol’s Registration Statement on Form S-8 filed on March
                27, 2002.*




10.6
            Company
                2008 Equity Incentive Plan incorporated by reference as Annex A to
                NetSol’s Definitive Proxy Statement filed May 28,
                2008.




10.7
            Frame
                Agreement by and between DaimlerChrysler Services AG and NetSol
                Technologies
                dated June 4, 2004 incorporated by reference as Exhibit 10.13 to
                NetSol’s
                Annual Report for the year ended June 30, 2005 on Form 10-KSB filed
                on
                September 15, 2005.*




10.8
            Share
                Purchase Agreement dated as of January 19, 2005 by and between the
                Company
                and the shareholders of CQ Systems Ltd. incorporated by reference
                as
                Exhibit 2.1 to NetSol’s Current Report filed on form 8-K on January 25,
                2005.*




10.9
            Stock
                Purchase Agreement dated May 6, 2006 by and between the Company,
                McCue
                Systems, Inc. and the shareholders of McCue Systems, Inc. incorporated
                by
                reference as Exhibit 2.1 to NetSol’s Current Report filed on form 8-K on
                May 8, 2006.*




10.10
            Employment
                Agreement by and between NetSol Technologies, Inc. and Patti L. W.
                McGlasson dated May 1, 2006 incorporated by reference as Exhibit
                10.20 to
                NetSol’s Annual Report on form 10-KSB dated September 18, 2006*.




10.11
            Employment
                Agreement by and between the Company and Najeeb Ghauri dated January
                1,
                2007 filed as Exhibit 10.11 to the Company’s Annual Report filed on Form
                10-KSB for the year ended June 30,
                2007.*




10.12
            Employment
                Agreement by and between the Company and Naeem Ghauri dated January
                1,
                2007 filed as Exhibit 10.11 to the Company’s Annual Report filed on Form
                10-KSB for the year ended June 30,
                2007.*


57


10.13
              Employment
                  Agreement by and between the Company and Salim Ghauri dated January
                  1,
                  2007 filed as Exhibit 10.11 to the Company’s Annual Report filed on Form
                  10-KSB for the year ended June 30, 2007.*
  10.14
              Employment
                  Agreement by and between the Company and Tina Gilger dated August
                  1, 2007
                  filed as Exhibit 10.11 to the Company’s Annual Report filed on Form 10-KSB
                  for the year ended June 30, 2007.*


10.15
            Amendment
                to Employment Agreement by and between Company and Najeeb Ghauri
                dated
                effective January 1, 2007. (1)




10.16
            Amendment
                to Employment Agreement by and between Company and Naeem Ghauri dated
                effective January 1, 2007. (1)




10.17
            Amendment
                to Employment Agreement by and between Company and Salim Ghauri dated
                effective January 1, 2007. (1)




10.18
            Lease
                Agreement by and between McCue Systems, Inc. and Sea Breeze 1 Venture
                dated April 29, 2003*




10.19
            Amendment
                to Lease Agreement by and between McCue Systems, Inc. and Sea Breeze
                1
                Venture dated June 25, 2007 filed as Exhibit 10.19 to the Company’s Annual
                Report filed on Form 10-KSB for the year ended June 30, 2007.
                *




10.20
            Lease
                Agreement by and between NetSol Pvt Limited and Civic Centres Company
                (PVT) Limited dated May 28, 2001 incorporated by this reference as
                Exhibit
                10.23 to NetSol’s Annual Report on form 10-KSB dated September 18,
                2006.*




10.21
            Lease
                Agreement by and between NetSol Pvt Limited and Mrs. Rameeza Zobairi
                dated
                December 5, 2005 incorporated by this reference as Exhibit 10.24
                to
                NetSol’s Annual Report on form 10-KSB dated September 18,
                2006.*




10.22
            Lease
                Agreement by and between NetSol Pvt Limited and Mr. Nisar Ahmed dated
                May
                4, 2006 incorporated by this reference as Exhibit 10.25 to NetSol’s Annual
                Report on form 10-KSB dated September 18,
                2006.*




10.23
            Lease
                Agreement by and between NetSol Technologies, Ltd. and Argyll Business
                Centres Limited dated April 28, 2006 incorporated by this reference
                as
                Exhibit 10. 26 to NetSol’s Annual Report on form 10-KSB dated September
                18, 2006.*




10.24
            Tenancy
                Agreement by and between NetSol Technologies, Ltd. and Beijing Lucky
                Goldstar Building Development Co. Ltd. dated June 26, 2007 filed
                as
                Exhibit 10.21 to the Company’s Annual Report filed on Form 10-KSB for the
                year ended June 30, 2007.*




10.25
            Company
                2005 Stock Option Plan incorporated by reference as Exhibit 99.1
                to
                NetSol’s Definitive Proxy Statement filed on March 3,
                2006.*




10.26
            Company
                2004 Stock Option Plan incorporated by reference as Exhibit 99.1
                to
                NetSol’s Definitive Proxy Statement filed on February 7,
                2005.*




10.27
            Working
                area sublease by and between NetSol Technologies, Ltd. and Toyota
                Leasing
                (Thailand) Co. Ltd., dated June 21, 2007 filed as Exhibit 10.24 to
                the
                Company’s Annual Report filed on Form 10-KSB for the year ended June 30,
                2007.*




10.28
            Lease
                Agreement by and between NetSol Technologies, Inc. and NetSol Technologies
                North America, Inc. and NOP Watergate LLC dated April 3, 2008.
                (1)


10.29
              Lease
                  Amendment Number Three by and between NetSol Technologies, Inc.
                  and Centry
                  National Properties, Inc. dated December 12, 2007.
                  (1)
 
 10.30
              Rent
                  Agreement by and between Mr. Tahir Mehmood Khan and NetSol Technologies
                  Ltd. Dated January 21, 2008.
                  (1)




21.1
            A
                list of all subsidiaries of the
                Company(1)




31.1
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                (CEO)(1)




31.2
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                (CFO)(1)




32.1
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002
                (CEO)(1)




32.2
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley act of 2002
                (CFO)(1)




*Previously
      Filed


(1)
      Filed
      Herewith





(b)
      Reports on Form 8-K





1)
            On
                May 1, 2008, the Company filed a current report including its press
                release dated April 30, 2008 which announced the results of operations
                and
                financial conditions for its Pakistani subsidiary, NetSol Technologies,
                Ltd. for the quarter ended March 31,
                2008.





2)
            On
                May 13, 2008, the Company filed a current report including its press
                release dated May 13, 2008 and Financial Results Presentation dated
                May
                13, 2008 which announced the results of operations and financial
                conditions for the quarter ended March 31,
                2008.




58


**Item
      14 Principal Accountant Fees and Services**




**Audit
      Fees**




Kabani
      & Co. audited the Company’s financial statements for the fiscal years ended
      June 30, 2008 and June 30, 2007. The aggregate fees billed by
      Kabani & Co. for the annual audit and review of financial statements
      included in the Company’s Form 10-KSB or services that are normally provided by
      Kabani & Company that are normally provided by the accountant in connection
      with statutory and regulatory filings or engagements for the year ended June
      30,
      2008 was $120,000, and for the year ended June 30, 2007 was $105,000.




**Audit
      Related Fees**




The
      aggregate fees billed by Kabani & Co. during fiscal 2008 including
      assurance and related audit services not covered in the preceding paragraph
      was
      $37,500. These “Audit Related Fees” were primarily for services in connection
      with the review of quarterly financial statements.. The aggregate fees billed
      by
      Kabani & Company during fiscal 2007 including assurance and related audit
      services not covered in the preceding paragraph was $52,500. These “Audit
      Related Fees” were primarily for services in connection with the review of
      quarterly financial statements and the Company’s filing of a Registration
      Statement and amendments thereto on Form S-3.




**Tax
      Fees**




Tax
      fees
      for fiscal year 2008 were $4,500 and consisted of the preparation of the
      Company’s federal and state tax returns for the fiscal years 2007. Tax fees for
      fiscal year 2007 were $12,500 and consisted of the preparation of the Company’s
      federal and state tax returns for the fiscal year 2006.




**All
      Other Fees**




There
      were no other fees billed by Kabani & Co. or services rendered to
      NetSol during the fiscal years ended June 30, 2008 and 2007, other than as
      described above.




**Pre-Approval
      Procedures**




The
      Audit
      Committee and the Board of Directors are responsible for the engagement of
      the
      independent auditors and for approving, in advance, all auditing services and
      permitted non-audit services to be provided by the independent auditors. The
      Audit Committee maintains a policy for the engagement of the independent
      auditors that is intended to maintain the independent auditor’s independence
      from NetSol. In adopting the policy, the Audit Committee considered the various
      services that the independent auditors have historically performed or may be
      needed to perform in the future. The policy, which is to be reviewed and
      re-adopted at least annually by the Audit Committee:




(i)
            Approves
                the performance by the independent auditors of certain types of service
                (principally audit-related and tax), subject to restrictions in some
                cases, based on the Committee’s determination that this would not be
                likely to impair the independent auditors’ independence from
                NetSol;





(ii)
            Requires
                that management obtain the specific prior approval of the Audit Committee
                for each engagement of the independent auditors to perform other
                types of
                permitted services; and,





(iii)
            Prohibits
                the performance by the independent auditors of certain types of services
                due to the likelihood that their independence would be
                impaired.




Any
      approval required under the policy must be given by the Audit Committee, by
      the
      Chairman of the Committee in office at the time, or by any other Committee
      member to whom the Committee has delegated that authority. The Audit Committee
      does not delegate its responsibilities to approve services performed by the
      independent auditors to any member of management.




The
      standard applied by the Audit Committee in determining whether to grant approval
      of an engagement of the independent auditors is whether the services to be
      performed, the compensation to be paid therefore and other related factors
      are
      consistent with the independent auditors’ independence under guidelines of the
      Securities and Exchange Commission and applicable professional standards.
      Relevant considerations include, but are not limited to, whether the work
      product is likely to be subject to, or implicated in, audit procedures during
      the audit of NetSol’s financial statements; whether the independent auditors
      would be functioning in the role of management or in an advocacy role; whether
      performance of the service by the independent auditors would enhance NetSol’s
      ability to manage or control risk or improve audit quality; whether performance
      of the service by the independent auditors would increase efficiency because
      of
      their familiarity with NetSol’s business, personnel, culture, systems, risk
      profile and other factors; and whether the amount of fees involved, or the
      proportion of the total fees payable to the independent auditors in the period
      that is for tax and other non-audit services, would tend to reduce the
      independent auditors’ ability to exercise independent judgment in performing the
      audit.




59




**SIGNATURES**





In
      accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





NetSol
                Technologies, Inc.Date:
                September 19, 2008
            BY:
            /S/
                NAJEEB GHAURINajeeb
                GhauriChief
                Executive OfficerDate:
                September 19, 2008
            BY:
            /S/
                Tina GilgerTina
                GilgerChief
                Financial Officer




60


In
      accordance with the Exchange Act, this amended report has been signed below
      by
      the following persons on behalf of the Registrant and in the capacities and
      on
      the dates indicated.





Date:
                September 19, 2008
            BY:
            /S/
                NAJEEB U. GHAURINajeeb
                U. GhauriChief
                Executive OfficerDirector,
                ChairmanDate:
                September 19, 2008
            BY:
            /S/
                SALIM GHAURISalim
                GhauriPresident,
                APACDirectorDate:
                September 19, 2008
            BY:
            /S/
                NAEEM GHAURINaeem
                GhauriPresident,
                EMEADirectorDate:
                September 19, 2008
            BY:
            /S/
                EUGEN BECKERTEugen
                BeckertDirectorDate:
                September 19, 2008
            BY:
            /S/
                SHAHID JAVED BURKIShahid
                Javed BurkiDirectorDate:
                September 19, 2008
            BY:
            /S/
                MARK CATONMark
                CatonDirectorDate:
                September 19, 2008
            BY:
            /S/
                ALEXANDER SHAKOWAlexander
                ShakowDirector




61




NETSOL
      TECHNOLOGIES, INC. AND SUBSIDIARIES





INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS





Description
            
            PageReport
                of Independent Registered Public Accounting Firm
            
            F-2Consolidated
                Balance Sheet as of June 30, 2008
            
            F-3Consolidated
                Statements of Operations for the Years Ended June 30, 2008 and
                2007
            
            F-4Consolidated
                Statements of Stockholders’ Equity for the Years Ended June 30, 2008 and
                2007
            
            F-5Consolidated
                Statements of Cash Flows for the Years Ended June 30, 2008 and
                2007
            
            F-7Notes
                to Consolidated Financial Statements
            
            F-9





F
          -
          1




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





Board
      of
      Directors


NetSol
      Technologies, Inc. and subsidiaries


Calabasas,
      California





We
      have
      audited the accompanying consolidated balance sheet of NetSol Technologies,
      Inc.
      and subsidiaries as of June 30, 2008, and the related consolidated statements
      of
      operations, stockholders’ equity and cash flows for the years ended June 30,
      2008 and 2007. These financial statements are the responsibility of the
      Company’s management. Our responsibility is to express an opinion on these
      consolidated financial statements based on our audits.





We
      conducted our audits of these statements in accordance with the standards of
      the
      Public Company Accounting Oversight Board (United States). Those standards
      require that we plan and perform the audit to obtain reasonable assurance about
      whether the financial statements are free of material misstatement. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements. An audit also includes assessing the
      accounting principles used and significant estimates made by management, as
      well
      as evaluating the overall financial statement presentation. We believe that
      our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of NetSol
      Technologies, Inc. and subsidiaries as of June 30, 2008 and the results of
      its
      consolidated operations and its cash flows for the years ended June 30, 2008
      and
      2007 in conformity with accounting principles generally accepted in the United
      States of America.





/s/
      Kabani & Company, Inc.


CERTIFIED
      PUBLIC ACCOUNTANTS





Los
      Angeles, California


September
      12, 2008





F
          -
          2





NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


CONSOLIDATED
      BALANCE SHEET


JUNE
      30,
      2008





**ASSETS****Current
                assets:**Cash
                and cash equivalents
            
            $
            6,275,238Accounts
                receivable, net of allowance for doubtful accounts of
                $108,538
            
            
            10,988,888Revenues
                in excess of billings
            
            
            11,053,042Other
                current assets
            
            
            2,406,407Total
                current assets
            
            
            
            
            
            30,723,575**Property
                and equipment**,
                net of accumulated depreciation
            
            
            
            
            
            9,176,780**Other
                assets, long-term**
            
            
            
            
            
            1,866,437**Intangibles:**Product
                licenses, renewals, enhancements, copyrights, trademarks, and tradenames,
                net
            
            
            10,837,856Customer
                lists, net
            
            
            1,732,761Goodwill
            
            
            9,439,285Total
                intangibles
            
            
            
            
            
            22,009,902**Total
                assets**
            
            
            
            
            $
            63,776,694**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                liabilities:**Accounts
                payable and accrued expenses
            
            $
            4,116,659Current
                portion of loans and obligations under capitalized leases
            
            
            2,280,110Other
                payables - acquisitions
            
            
            846,215Unearned
                revenues
            
            
            3,293,728Due
                to officers
            
            
            184,173Dividend
                to preferred stockholders payable
            
            
            33,508Loans
                payable, bank
            
            
            2,932,551Total
                current liabilities
            
            
            
            
            
            13,686,944**Obligations
                under capitalized leases,**less
                current maturities
            
            
            
            
            
            332,307**Long
                term loans;**less
                current maturities
            
            
            
            
            
            411,608**Total
                liabilities**
            
            
            
            
            
            14,430,859**Minority
                interest**
            
            
            
            
            
            6,866,514**Commitments
                and contingencies**
            
            
            
            
            
            -**Stockholders'
                equity:**Preferred
                stock, 5,000,000 shares authorized; 1,920 issued and
                outstanding
            
            
            1,920,000Common
                stock, $.001 par value; 95,000,000 shares authorized; 25,545,482
                issued
                and outstanding
            
            
            25,545Additional
                paid-in-capital
            
            
            76,456,697Treasury
                stock
            
            
            (35,681
            )Accumulated
                deficit
            
            
            (32,067,003
            )Stock
                subscription receivable
            
            
            (600,907
            )Common
                stock to be issued
            
            
            1,048,249Other
                comprehensive loss
            
            
            (4,267,579
            )**Total
                stockholders' equity**
            
            
            
            
            
            42,479,321**Total
                liabilities and stockholders' equity**
            
            
            
            
            $
            63,776,694





See
      accompanying notes to these consolidated financial statements.




F
          -
          3





NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF OPERATIONS





For the YearsEnded June 30,2008
            
            2007**Net
                Revenues:**License
                fees
            
            $
            12,685,039
            
            $
            9,788,266Maintenance
                fees
            
            
            6,306,321
            
            
            5,441,339Services
            
            
            17,650,815
            
            
            14,052,481Total
                revenues
            
            
            36,642,175
            
            
            29,282,086**Cost
                of revenues**Salaries
                and consultants
            
            
            10,071,664
            
            
            8,812,934Travel
            
            
            1,719,743
            
            
            1,529,796Repairs
                and maintenance
            
            
            405,140
            
            
            430,962Insurance
            
            
            239,043
            
            
            211,897Depreciation
                and amortization
            
            
            1,398,454
            
            
            794,482Other
            
            
            1,890,100
            
            
            1,914,440Total
                cost of sales
            
            
            15,724,144
            
            
            13,694,511**Gross
                profit**
            
            
            20,918,031
            
            
            15,587,575**Operating
                expenses:**Selling
                and marketing
            
            
            3,722,470
            
            
            3,161,924Depreciation
                and amortization
            
            
            1,939,502
            
            
            1,846,790Bad
                debt expense
            
            
            58,293
            
            
            189,873Salaries
                and wages
            
            
            3,703,836
            
            
            3,696,501Professional
                services, including non-cash compensation
            
            
            837,598
            
            
            1,067,702General
                and adminstrative
            
            
            3,447,113
            
            
            2,977,917Total
                operating expenses
            
            
            13,708,812
            
            
            12,940,707**Income
                from operations**
            
            
            7,209,219
            
            
            2,646,868**Other
                income and (expenses):**Loss
                on sale of assets
            
            
            (35,484
            )
            
            (2,977
            )Beneficial
                conversion feature
            
            
            -
            
            
            (2,208,334
            )Amortization
                of debt discount and capitalized cost of debt
            
            
            -
            
            
            (2,803,691
            )Liquidation
                damages
            
            
            -
            
            
            (180,890
            )Fair
                market value of warrants issued
            
            
            -
            
            
            (68,411
            )Interest
                expense
            
            
            (626,708
            )
            
            (617,818
            )Interest
                income
            
            
            195,103
            
            
            201,015Gain
                on sale of subsidiary interest
            
            
            1,240,808
            
            
            -Gain
                on foreign currency exchange rates
            
            
            2,020,839
            
            
            178,522Other
                income and (expenses)
            
            
            148,544
            
            
            74,050Total
                other income (expenses)
            
            
            2,943,102
            
            
            (5,428,534
            )**Net
                income (loss) before minority interest in subsidiary and before income
                taxes**
            
            
            10,152,321
            
            
            (2,781,666
            )**Minority
                interest in subsidiary**
            
            
            (2,808,291
            )
            
            (1,935,589
            )**Income
                taxes**
            
            
            (121,982
            )
            
            (160,306
            )***Net
                income (loss)***
            
            
            7,222,048
            
            
            (4,877,561
            )Dividend
                required for preferred stockholders
            
            
            (178,541
            )
            
            (237,326
            )***Net
                income (loss) applicable to common
                shareholders***
            
            
            7,043,507
            
            
            (5,114,887
            )**Other
                comprehensive loss:**Translation
                adjustment
            
            
            (3,792,148
            )
            
            (55,770
            )**Comprehensive
                income (loss)**
            
            $
            3,251,359
            
            $
            (5,170,657
            )**Net
                income (loss) per share:**Basic
            
            $
            0.29
            
            $
            (0.28
            )Diluted
            
            $
            0.28
            
            $
            (0.28
            )Weighted
                average number of shares outstandingBasic
            
            
            24,118,538
            
            
            18,189,590Diluted
            
            
            25,997,049
            
            
            18,189,590





See
      accompanying notes to these consolidated financial statements.




F
          -
          4





NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY


FOR
      THE
      YEARS ENDED JUNE 30, 2007 AND 2008





OtherStock
            
            
            
            Capitalized
            
            Compre-Additional
            
            
            
            Sub-
            
            
            
            Finance
            
            hensive
            
            
            
            TotalPreferred Stock
            
            Common Stock
            
            Paid-in
            
            Treasury
            
            scriptions
            
            Shares to
            
            Costs
            
            Income/
            
            Accumulated
            
            Stockholders'Shares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Shares
            
            Receivable
            
            be Issued
            
            of Debt
            
            (Loss)
            
            Deficit
            
            EquityBalance
                at June 30, 2006
            
            
            -
            
            $
            -
            
            
            16,160,875
            
            $
            16,161
            
            $
            57,106,542
            
            $
            (10,194
            )
            $
            (299,250
            )
            $
            1,749,979
            
            $
            (326,599
            )
            $
            (419,660
            )
            $
            (31,672,041
            )
            $
            26,144,938Preferred
                Stock issued for conversion of convertible note
            
            
            5,500
            
            
            5,500,000
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            5,500,000Excercise
                of common stock options
            
            
            
            
            
            
            
            
            1,525,030
            
            
            1,525
            
            
            2,548,198
            
            
            
            
            
            (517,250
            )
            
            (5,000
            )
            
            
            
            
            
            
            
            
            
            
            2,027,473Common
                stock issued for:Cash
            
            
            
            
            
            
            
            
            103,333
            
            
            104
            
            
            108,396
            
            
            
            
            
            (219,907
            )
            
            1,141,500
            
            
            
            
            
            
            
            
            
            
            
            1,030,093Services
            
            
            
            
            
            
            
            
            261,984
            
            
            261
            
            
            390,216
            
            
            
            
            
            35,000
            
            
            7,500
            
            
            
            
            
            
            
            
            
            
            
            432,977Conversion
                ofpreferred
                stock
            
            
            (1,370
            )
            
            (1,370,000
            )
            
            830,302
            
            
            830
            
            
            1,369,170
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -Payment
                of dividend on preferred stock
            
            
            
            
            
            
            
            
            105,589
            
            
            105
            
            
            159,579
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            159,684Common
                stock issued in exhange for:Notes
                payable and related interest
            
            
            
            
            
            
            
            
            230,863
            
            
            231
            
            
            339,137
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            339,368Purchase
                of McCue Systems
            
            
            
            
            
            
            
            
            1,329,470
            
            
            1,330
            
            
            2,274,677
            
            
            
            
            
            
            
            
            (1,564,367
            )
            
            
            
            
            
            
            
            
            
            
            711,640Beneficial
                conversion feature
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            2,208,334
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            2,208,334Repricing
                of warrants
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            11,667
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            11,667Bonus
                shares issued by subsidiary
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            345,415
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (345,415
            )
            
            -Adjustment
                to stockholder list
            
            
            
            
            
            
            
            
            9,107
            
            
            9
            
            
            (9
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -Fair
                market value of warrants and options issued
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            136,571
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            136,571Finance
                costs of capital raised
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            (9,746
            )
            
            
            
            
            
            
            
            
            
            
            326,599
            
            
            
            
            
            
            
            
            316,853Foreign
                currency translation adjusts
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (55,770
            )
            
            
            
            
            (55,770
            )Net
                loss for the year
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (5,114,887
            )
            
            (5,114,887
            )Balance
                at June 30, 2007
            
            
            4,130
            
            $
            4,130,000
            
            
            20,556,553
            
            $
            20,556
            
            $
            66,988,147
            
            $
            (10,194
            )
            $
            (1,001,407
            )
            $
            1,329,612
            
            $
            -
            
            $
            (475,430
            )
            $
            (37,132,343
            )
            $
            33,848,941


Continued





See
      accompanying notes to these consolidated financial statements.




F
          -
          5


NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY - Continued


FOR
      THE
      YEARS ENDED JUNE 30, 2007 AND 2008





OtherStock
            
            
            
            Compre-Additional
            
            
            
            Sub-
            
            
            
            hensive
            
            
            
            TotalPreferred Stock
            
            Common Stock
            
            Paid-in
            
            Treasury
            
            scriptions
            
            Shares to
            
            Income/
            
            Accumulated
            
            Stockholders'Shares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Shares
            
            Receivable
            
            be Issued
            
            (Loss)
            
            Deficit
            
            EquityBalance
                at June 30, 2007
            
            
            4,130
            
            $
            4,130,000
            
            
            20,556,553
            
            $
            20,556
            
            $
            66,988,147
            
            $
            (10,194
            )
            $
            (1,001,407
            )
            $
            1,329,612
            
            $
            (475,430
            )
            $
            (37,132,343
            )
            $
            33,848,941Excercise
                of common stock options
            
            
            
            
            
            
            
            
            849,938
            
            
            850
            
            
            1,477,079
            
            
            
            
            
            80,500
            
            
            36,600
            
            
            
            
            
            
            
            
            1,595,029Excercise
                of common stock warrants
            
            
            
            
            
            
            
            
            1,087,359
            
            
            1,087
            
            
            1,753,460
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,754,547Common
                stock issued for:Cash
            
            
            
            
            
            
            
            
            1,515,152
            
            
            1,516
            
            
            2,498,484
            
            
            
            
            
            250,000
            
            
            (1,250,000
            )
            
            
            
            
            
            
            
            1,500,000Services
            
            
            
            
            
            
            
            
            57,500
            
            
            58
            
            
            126,268
            
            
            
            
            
            
            
            
            41,600
            
            
            
            
            
            
            
            
            167,926Conversion
                of preferred stock
            
            
            (2,210
            )
            
            (2,210,000
            )
            
            1,339,392
            
            
            1,339
            
            
            2,208,661
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -Payment
                of dividend on preferred stock
            
            
            
            
            
            
            
            
            114,588
            
            
            114
            
            
            222,559
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            222,673Common
                stock issued in exhange for:Purchase
                of 100% Omni
            
            
            
            
            
            
            
            
            25,000
            
            
            25
            
            
            76,725
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            76,750Purchase
                of McCue Systems
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            890,437
            
            
            
            
            
            
            
            
            890,437Bonus
                shares issued by subsidiary (minority)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,160,994
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,160,994
            )
            
            -Cash
              dividend issued by subsidiary (minority)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (817,173
            )
            
            (817,173
            )Purchase
                of Treasury Shares
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (25,487
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            (25,487
            )Fair
                market value of options issued
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            24,320
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            24,320Finance
                costs of capital raised
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            (10,000
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (10,000
            )Write-off
                of subscription rec
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (70,000
            )
            
            
            
            
            70,000
            
            
            
            
            
            
            
            
            
            
            
            -Foreign
                currency translation adjusts
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            (3,792,148
            )
            
            
            
            
            (3,792,148
            )Net
                income for the year
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            7,043,507
            
            
            7,043,507Balance
                at June 30, 2008
            
            
            1,920
            
            $
            1,920,000
            
            
            25,545,482
            
            $
            25,545
            
            $
            76,456,697
            
            $
            (35,681
            )
            $
            (600,907
            )
            $
            1,048,249
            
            $
            (4,267,579
            )
            $
            (32,067,003
            )
            $
            42,479,321





See
      accompanying notes to these consolidated financial statements.




F
          -
          6




NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF CASH FLOWS





For the YearsEnded June 30,2008
            
            2007**Cash
                flows from operating activities:**Net
                income (loss)
            
            $
            7,222,048
            
            $
            (4,877,561
            )Adjustments
                to reconcile net income (loss) to net cash provided by (used in)
                operating
                activities:Depreciation
                and amortization
            
            
            3,337,956
            
            
            2,641,272Bad
                debt expense
            
            
            58,293
            
            
            189,873Loss
                on sale of assets
            
            
            35,484
            
            
            2,977Gain
                on sale of subsidiary interest in Pakistan
            
            
            (1,240,808
            )
            
            -Minority
                interest in subsidiary
            
            
            2,808,291
            
            
            1,935,589Stock
                issued for services
            
            
            167,926
            
            
            88,099Stock
                issued for convertible note payable interest
            
            
            -
            
            
            311,868Fair
                market value of warrants and stock options granted
            
            
            24,320
            
            
            136,571Beneficial
                conversion feature
            
            
            -
            
            
            2,208,334Amortization
                of capitalized cost of debt
            
            
            -
            
            
            2,815,358**Changes
                in operating assets and liabilities:**Increase
                in accounts receivable
            
            
            (4,123,995
            )
            
            (2,858,608
            )Increase
                in other current assets
            
            
            (4,980,504
            )
            
            (3,359,736
            )Decrease
                in long-term assets
            
            
            229,622
            
            
            159,940Increase
                in accounts payable and accrued expenses
            
            
            233,408
            
            
            560,136**Net
                cash provided by/(used in) operating activities**
            
            
            3,772,041
            
            
            (45,888
            )**Cash
                flows from investing activities:**Purchases
                of property and equipment
            
            
            (4,435,755
            )
            
            (2,420,470
            )Sales
                of property and equipment
            
            
            15,838
            
            
            366,088Net
                proceeds of certificates of deposit
            
            
            -
            
            
            1,737,481Payments
                of acquisition payable
            
            
            (879,007
            )
            
            (4,027,753
            )Increase
                in intangible assets
            
            
            (4,829,369
            )
            
            (3,295,262
            )**Net
                cash used in investing activities**
            
            
            (10,128,293
            )
            
            (7,639,916
            )**Cash
                flows from financing activities:**Proceeds
                from sale of common stock
            
            
            1,500,000
            
            
            1,030,093Proceeds
                from the exercise of stock options and warrants
            
            
            3,282,827
            
            
            1,008,250Proceeds
                from sale of subsidiary stock
            
            
            1,765,615
            
            
            -Finance
                costs incurred for sale of common stock
            
            
            (10,000
            )
            
            -Purchase
                of treasury stock
            
            
            (25,486
            )
            
            -Reduction
                of restricted cash
            
            
            -
            
            
            4,533,555Proceeds
                from loans from officers
            
            
            -
            
            
            165,000Bank
                overdraft
            
            
            85,335
            
            
            -Proceeds
                from bank loans
            
            
            5,441,870
            
            
            -Payments
                on bank loans
            
            
            (99,936
            )
            
            -Payments
                on capital lease obligations & loans - net
            
            
            (3,409,496
            )
            
            2,359,017**Net
                cash provided by financing activities**
            
            
            8,530,729
            
            
            9,095,915**Effect
                of exchange rate changes in cash**
            
            
            90,597
            
            
            106,285**Net
                increase in cash and cash equivalents**
            
            
            2,265,074
            
            
            1,516,396Cash
                and cash equivalents, beginning of year
            
            
            4,010,164
            
            
            2,493,768**Cash
                and cash equivalents, end of year**
            
            $
            6,275,238
            
            $
            4,010,164





See
      accompanying notes to these consolidated financial statements.




F
          -
          7


NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


Continued





For the YearsEnded June 30,2008
            
            2007SUPPLEMENTAL DISCLOSURES:Cash
                paid during the period for:Interest
            
            $
            559,156
            
            $
            232,783Taxes
            
            $
            118,535
            
            $
            70,184NON-CASH
                INVESTING AND FINANCING ACTIVITIES:Common
                stock issued for intangible assets
            
            $
            -
            
            $
            269,128Common
                stock issued for acquisition of 100% of subsidiary
            
            $
            76,750
            
            $
            2,295,649Common
                stock issued for payment of note payable and related
                interest
            
            $
            -
            
            $
            27,500Common
                stock issued for dividend payable
            
            $
            222,673
            
            $
            -Common
                stock issued for conversion of debentures
            
            $
            -
            
            $
            150,000Bonus
                stock distribution issued by subsidiary to minority
                holders
            
            $
            1,160,994
            
            $
            345,415Stock
                issued for the conversion of Preferred Stock
            
            $
            2,210,000
            
            $
            1,370,000Preferred
                stock issued for conversion of convertible note payable
            
            $
            -
            
            $
            5,500,000





See
      accompanying notes to these consolidated financial statements.




F
          -
          8




NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**NOTE
      1 - BUSINESS AND CONTINUED OPERATIONS**





NetSol
      Technologies, Inc. and subsidiaries (the “Company”), formerly known as NetSol
      International, Inc. and Mirage Holdings, Inc., was incorporated under the laws
      of the State of Nevada on March 18, 1997. During November of 1998, Mirage
      Collections, Inc., a wholly owned and non-operating subsidiary, was dissolved.




In
      March
      2000, the Company formed NetSol (Pvt), Limited as a wholly owned subsidiary.
      The
      subsidiary was merged into the Company’s subsidiary, NetSol Technologies Limited
      (“NetSol PK”) in April 2006.





**Business
      Combinations Accounted for Under the Purchase Method:**





NetSol
      Technologies Europe Limited (“NTE”) (formerly CQ Systems)





On
      January 19, 2005, the Company entered into an agreement to acquire 100% of
      the
      issued and outstanding shares of common stock of CQ Systems Ltd., a company
      organized under the laws of England and Wales. The acquisition closed on
      February 22, 2005. The initial purchase price was £3,576,335 or $6,730,382, of
      which one-half was due at closing payable in cash and stock and the other half
      was due when the audited March 31, 2006 financial statements were completed.
      On
      the closing date, $1.7 million was paid and 681,965 shares were issued to the
      shareholders of CQ, valued at $1,676,795 at an average share price of $2.46
      was
      recorded. In addition, the agreement called for the accumulated retained
      earnings amounting to £423,711 or $801,915 of CQ Systems as of the closing date
      to be paid to the shareholders in cash and stock. In April 2005, the additional
      cash of £350,000 or $662,410 was paid and 77,503 shares of the Company’s common
      stock valued at $139,505 were issued. The total amount paid at closing was
      $4,178,710. In June 2006, the final installment for the purchase of CQ Systems
      was determined based on the audited revenues for the twelve month period ending
      March 31, 2006. Based on the earn-out formula in the purchase agreement,
£2,087,071 or $3,785,210 was due in cash and stock. On June 12, 2006, 884,535
      shares of the Company’s restricted common stock were issued to the shareholders
      of CQ Systems. In July 2006, the cash portion of $1,936,530 plus $31,810 of
      interest was paid to the shareholders.





During
      the year ended June 30, 2008, the name of the subsidiary was changed to NetSol
      Technologies Europe Limited.





NetSol
      Technologies North America (“NTNA”) (formerly McCue Systems)




On
      May 6,
      2006, the Company entered into an agreement to acquire 100% of the issued and
      outstanding stock of McCue Systems, Inc. (“McCue”), a California corporation.
      The acquisition closed on June 30, 2006. The initial purchase price was
      estimated at $8,471,455 of which one-half was due at closing payable in cash
      and
      stock. The other half is due in two installments over the next two years based
      on the revenue after the audited December 31, 2006 and 2007 financial statements
      are completed. On the closing date, $2,117,864 payable and 958,213 shares to
      be
      issued valued at $1,628,979 were recorded. The cash was paid on July 5, 2006
      and
      the shares were also issued in July 2006. The total amount paid at closing
      was
      $3,746,843. In June 2007, the second installment due was determined based on
      the
      audited revenues for the twelve month period ending December 31, 2006. Based
      on
      the earn-out formula in the purchase agreement, $1,807,910 was due in cash
      and
      stock. On June 27, 2006 397,700 shares of the Company’s restricted common stock
      were issued to the shareholders of McCue Systems. In July and August 2006,
      $450,000 and $429,007, respectively, of the cash portion was paid to the
      shareholders. In June 2007, the second installment on the acquisition consisting
      of $903,955 in cash and 408,988 shares of the Company’s restricted common stock
      became due and was recorded. In July and August, 2007, $879,007 of the cash
      was
      paid. In June 2008, the third and final installment was determined based on
      the
      audited revenues for the twelve month period ending December 31, 2007. Based
      on
      the earn-out formula in the purchase agreement, $1,525,632 was due, consisting
      of $762,816 in cash and 345,131 shares of the Company’s restricted common stock.
      The cash portion is shown as “Other Payable – Acquisition” and the stock portion
      is shown in “Shares to be issued” on these consolidated financial statements.
      The balance at June 30, 2008 was $846,215. Of this amount, $104,452 represents
      the few remaining McCue shareholders that have not been located as of the date
      of this report. The shares were issued on July 3, 2008 and the cash due was
      paid
      in July and August 2008.




F
          -
          9


NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS




During
      the year ended June 30, 2008 the name of the subsidiary was changed to NetSol
      Technologies North America, Inc.




**Business
      Combinations Accounted for Under the Pooling of Interest
      Method:**





Abraxas
      Australia Pty, Limited





On
      January 3, 2000, the Company issued 30,000 Rule 144 restricted common shares
      in
      exchange for 100% of the outstanding capital stock of Abraxas Australia Pty,
      Limited, an Australian Company. This business combination was accounted for
      using the pooling of interest method of accounting under APB Opinion No. 16.





**Formation
      of Subsidiary:**





During
      the period ended December 31, 2002, the Company formed a subsidiary in the
      UK,
      NetSol Technologies Ltd., as a wholly-owned subsidiary of NetSol Technologies,
      Inc. This entity serves as the main marketing and delivery arm for services
      and
      products sold and delivered in the UK and mainland Europe.




NetSol-Innovation
      (formerly TiG-Netsol)





In
      January 2005, the Company formed TiG-NetSol (Pvt) Limited (“TiG-Netsol”) as a
      joint venture with a UK based public company TIG Plc., with 50.1% ownership
      by
      NetSol Technologies, Inc. and 49.9% ownership by TiG. TiG-NetSol was
      incorporated in Pakistan on January 12, 2005 under the Companies Ordinance,
      1984
      as a private company limited by shares. The business of TiG-Netsol is export
      of
      computer software and its related services developed in Pakistan.





During
      the year ended June 30, 2008, the name of the joint venture was changed to
      NetSol-Innovation (Private) Limited.





NetSol
      Omni





In
      February 2006, the Company purchased 50.1% of the outstanding shares for $60,012
      in Talk Trainers (Private) Limited, (“Talk Trainers”), a Pakistan corporation
      which provides educational services, professional courses, training and Human
      Resource services to the corporate sector. The major stockholder of Talk
      Trainers was Mr. Ayub Ghauri, brother to the executive officers of the Company,
      and therefore the acquisition was recorded at historical cost as the entities
      are under common control. As the effects of this transaction are immaterial
      to
      the Company overall, no pro forma information is provided. During the quarter
      ended June 30, 2006, Talk Trainers changed its name to NetSol Omni (Private)
      Limited (“Omni”).





In
      December 2007, the Company entered into an agreement with the minority
      shareholders of Omni, whereby the Company purchased the remaining 49.9% of
      Omni
      for 25,000 shares of the Company’s common stock valued at $76,750. Also in
      December, the operations of the subsidiary were merged into the operations
      of
      NetSol PK and will be reported under that subsidiary in the future.




F
          -
          10


NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Merger
      of Subsidiaries**





In
      December 2007, the Companies wholly-owned subsidiary Omni was merged into NetSol
      PK both located in Lahore, Pakistan. As the subsidiaries were under common
      control, the assets and liabilities of Omni were recorded at historically values
      at the time of the merger. The consolidated financial statements reflect the
      income and expenses of Omni for the fiscal year up to the date of the merger.





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**Principles
      of Consolidation:**




The
      accompanying consolidated financial statements include the accounts of the
      Company and its wholly owned subsidiaries, NetSol Technologies North America,
      Inc. (“NTNA”), NetSol Technologies Limited (“NetSol UK”), NetSol-Abraxas
      Australia Pty Ltd. (“Abraxas”), NetSol Technologies Europe Limited (“NTE”), and
      its majority-owned subsidiaries, NetSol Technologies, Ltd.(“NetSol PK”), NetSol
      Connect (Pvt), Ltd. (“Connect”), TIG-NetSol (Pvt) Limited (“NetSol-TIG”), and
      NetSol Omni (Private) Limited (“Omni”). All material inter-company accounts have
      been eliminated in the consolidation.




**Business
      Activity:**




The
      Company designs, develops, markets, and exports proprietary software products
      to
      customers in the automobile finance and leasing, banking, healthcare, and
      financial services industries worldwide. The Company also provides system
      integration, consulting, IT products and services in exchange for fees from
      customers.




**Use
      of Estimates:**





The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from those
      estimates.





**Cash
      and Cash Equivalents:**





Equivalents





For
      purposes of the statement of cash flows, cash equivalents include all highly
      liquid debt instruments with original maturities of three months or less which
      are not securing any corporate obligations.





Concentration





The
      Company maintains its cash in bank deposit accounts, which, at times, may exceed
      federally insured limits. The Company has not experienced any losses in such
      accounts.




**Accounts
      Receivable:**





The
      Company’s customer base consists of a geographically dispersed customer base.
      The Company maintains reserves for potential credit losses on accounts
      receivable. Management reviews the composition of accounts receivable and
      analyzes historical bad debts, customer concentrations, customer credit
      worthiness, current economic trends and changes in customer payment patterns
      to
      evaluate the adequacy of these reserves. Reserves are recorded primarily on
      a
      specific identification basis.




F
          -
          11




NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Revenues
      in excess of billings:**





“Revenues
      in excess of billings” represent the total of the project to be billed to the
      customer over the revenues recognized under the percentage of completion method.
      As the customer is billed under the terms of their contract, the corresponding
      amount is transferred from this account to “Accounts Receivable.”





**Property
      and Equipment:**





Property
      and equipment are stated at cost. Expenditures for maintenance and repairs
      are
      charged to earnings as incurred; additions, renewals and betterments are
      capitalized. When property and equipment are retired or otherwise disposed
      of,
      the related cost and accumulated depreciation are removed from the respective
      accounts, and any gain or loss is included in operations. Depreciation is
      computed using various methods over the estimated useful lives of the assets,
      ranging from three to seven years.





The
      Company accounts for the costs of computer software developed or obtained for
      internal use in accordance with Statement of Position 98-1, “Accounting for
      the Costs of Computer Software Developed or Obtained for Internal Use.” The
      Company capitalizes costs of materials, consultants, and payroll and
      payroll-related costs for employees incurred in developing internal-use computer
      software. These costs are included with “Computer equipment and software.” Costs
      incurred during the preliminary project and post-implementation stages are
      charged to general and administrative expense.





**Intangible
      Assets:**





Intangible
      assets consist of product licenses, renewals, enhancements, copyrights,
      trademarks, trade names, customer lists and goodwill. The Company evaluates
      intangible assets, goodwill and other long-lived assets for impairment, at
      least
      on an annual basis and whenever events or changes in circumstances indicate
      that
      the carrying value may not be recoverable from its estimated future cash flows.





As
      part
      of intangible assets, the Company capitalizes certain computer software
      development costs in accordance with SFAS No. 86, “Accounting for the Costs of
      Computer Software to be Sold, Leased, or Otherwise Marketed.” Costs incurred
      internally to create a computer software product or to develop an enhancement
      to
      an existing product are charged to expense when incurred as research and
      development expense until technological feasibility for the respective product
      is established. Thereafter, all software development costs are capitalized
      and
      reported at the lower of unamortized cost or net realizable value.
      Capitalization ceases when the product or enhancement is available for general
      release to customers.





The
      Company makes on-going evaluations of the recoverability of its capitalized
      software projects by comparing the amount capitalized for each product to the
      estimated net realizable value of the product. If such evaluations indicate
      that
      the unamortized software development costs exceed the net realizable value,
      the
      Company writes off the amount which the unamortized software development costs
      exceed net realizable value. Capitalized and purchased computer software
      development costs are being amortized ratably based on the projected revenue
      associated with the related software or on a straight-line basis over three
      years, whichever method results in a higher level of amortization.





**Statement
      of Cash Flows:**





In
      accordance with Statement of Financial Accounting Standards No. 95, "Statement
      of Cash Flows," cash flows from the Company's operations are calculated based
      upon the local currencies. As a result, amounts related to assets and
      liabilities reported on the statement of cash flows will not necessarily agree
      with changes in the corresponding balances on the balance sheet.




F
          -
          12


NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Revenue
      Recognition:**





T he
      Company recognizes its revenue in accordance with the Securities and Exchange
      Commissions (“SEC”) Staff Accounting Bulletin No. 104, “Revenue
      Recognition” (“SAB 104”) and The American Institute of Certified Public
      Accountants (“AICPA”) Statement of Position (“SOP”) 97-2, “Software Revenue
      Recognition,” as amended by
      SOP
      98-4 and SOP 98-9, SOP 81-1, “ Accounting
      for Performance of Construction-Type and Certain Production-Type
      Contracts,” and
      Accounting Research Bulletin 45 (ARB 45) “Long-Term Construction Type
      Contracts.” The
      Company’s revenue recognition policy is as follows:





*License
      Revenue:* ** The
      Company recognizes revenue from license contracts without major customization
      when a non-cancelable, non-contingent license agreement has been signed,
      delivery of the software has occurred, the fee is fixed or determinable, and
      collectibilty is probable. Revenue from the sale of licenses with major
      customization, modification, and development is recognized on a percentage
      of
      completion method,
      in conformity with ARB 45 and SOP 81-1. Revenue
      from the implementation of software is recognized on a percentage of completion method,
      in conformity with Accounting Research Bulletin (“ARB”) No. 45 and SOP 81-1. Any
      revenues from software arrangements with multiple elements are allocated to
      each
      element of the arrangement based on the relative fair values using specific
      objective evidence as defined in the SOPs. An
      output
      measure of “Unit of Work Completed” is used to determine the percentage of
      completion which measures the results achieved at a specific date. Units
      completed are certified by the Project Manager and EVP IT/
      Operations.





*Services
      Revenue:* Revenue
      from consulting services is recognized as the services are performed for
      time-and-materials contracts. Revenue from training and development services
      is
      recognized as the services are performed. Revenue from maintenance agreements
      is
      recognized ratably over the term of the maintenance agreement, which in most
      instances is one year.





*Unearned
      Revenue:* Unearned
      Revenue is broken down into three main categories; a) annual maintenance
      contracts whereby the annual fee is collected at the beginning of the service
      period and recognized on a pro-rata basis over the life of the contract, b)
      service revenue connected to those contracts which the implementation and
      development segments are recognized on the percentage of completed method;
      and
      c) customized development projects for existing customers to modify their
      version of the product to better meet their individual needs which are
      recognized on the percentage of completion method. As of June 30, 2008, unearned
      revenues were $3,293,728.





**Fair
      Value:**





Unless
      otherwise indicated, the fair values of all reported assets and liabilities,
      which represent financial instruments, none of which are held for trading
      purposes, approximate carrying values of such amounts.





**Advertising
      Costs:**





The
      Company expenses the cost of advertising as incurred. Advertising costs for
      the
      years ended June 30, 2008 and 2007 were $781,709 and $643,081
      respectively.




**EARNINGS/(LOSS)
      PER SHARE:**




“Earnings
      per share” is calculated in accordance with the Statement of financial
      accounting standards No. 128 (SFAS No. 128), “Earnings per share”.
      Basic net income per share is based upon the weighted average number of common
      shares outstanding. Diluted net income per share is based on the assumption
      that
      all dilutive convertible shares and stock options were converted or exercised.
      Dilution is computed by applying the treasury stock method. Under this method,
      options and warrants are assumed to be exercised at the beginning of the period
      (or at the time of issuance, if later), and as if funds obtained thereby were
      used to purchase common stock at the average market price during the
      period.




F
          -
          13


NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





The
      following is a reconciliation of the numerators and denominators of the basic
      and diluted earnings per share computations:




**For
                  the year ended June 30, 2008**
              
              **Net Income**
              
              **Shares**
              
              **Per Share**Basic
                  earnings per share:
              
              $
              7,043,507
              
              
              24,118,538
              
              $
              0.29Dividend
                  to preferred shareholders
              
              
              178,541Net
                  income available to common shareholdersEffect
                  of dilutive securitiesStock
                  options
              
              
              
              
              
              950,910Warrants
              
              
              
              
              
              559,160Convertible
                  Preferred Shares
              
              
              
              
              
              368,441Diluted
                  earnings per share
              
              $
              7,222,048
              
              
              25,997,049
              
              $
              0.28
 
 **For
                  the year ended June 30, 2007**
              
              **Net Loss**
              
              **Shares**
              
              **Per Share**Basic
                  earnings per share:
              
              $
              (5,114,887
              )
              
              18,189,590
              
              $
              (0.28
              )Dividend
                  to preferred shareholders
              
              
              -Effect
                  of dilutive securities *Stock
                  options
              
              
              
              
              
              -Warrants
              
              
              
              
              
              -Diluted
                  earnings per share
              
              $
              (5,114,887
              )
              
              18,189,590
              
              $
              (0.28
              )


*
      As
      there is a loss, these securities are anti-dilutive. The basic and diluted
      earnings per share is the same for the year ended June 30, 2007





**Other
      Comprehensive Income & Foreign Currency Translation:**





SFAS
      130
      requires unrealized gains and losses on the Company’s available for sale
      securities, currency translation adjustments, and minimum pension liability,
      which prior to adoption were reported separately in stockholders’ equity, to be
      included in other comprehensive income. The accounts of NetSol UK and NTE use
      the British Pound; NetSol PK, Connect, Omni, and NetSol-TiG use Pakistan Rupees;
      and Abraxas uses the Australian dollar as the functional currencies. NetSol
      Technologies, Inc., and subsidiary, NTNA, use the U.S. dollar as the functional
      currency. Assets and liabilities are translated at the exchange rate on the
      balance sheet date, and operating results are translated at the average exchange
      rate throughout the period.  During
      the years ended June 30, 2008 and 2007, comprehensive income included net
      translation loss of $3,792,148 and income $55,770, respectively. Other
      comprehensive loss, as presented on the accompanying consolidated balance sheet
      in the stockholders’ equity section amounted to $4,267,579 as of June 30,
      2008.





**Accounting
      for Stock-Based Compensation:**





The
      Financial Accounting Standards Board issued Statement of Financial Accounting
      Standards No. 123, Accounting for Stock-Based Compensation, which applies the
      fair-value method of accounting for stock-based compensation plans. In
      accordance with this standard, the Company accounts for stock-based compensation
      in accordance with Accounting Principles Board Opinion No. 25, Accounting for
      Stock Issued to Employees.




F
          -
          14




NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





In
      March
      2000, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 44 (Interpretation 44), “Accounting for Certain Transactions Involving Stock
      Compensation.” Interpretation 44 provides criteria for the recognition of
      compensation expense in certain stock-based compensation arrangements that
      are
      accounted for under APB Opinion No. 25, Accounting for Stock-Based Compensation.
      Interpretation 44 became effective July 1, 2000, with certain provisions that
      were effective retroactively to December 15, 1998 and January 12, 2000.
      Interpretation 44 did not have any material impact on the Company’s financial
      statements.





In
      December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
      an
      Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
      companies to recognize in the statement of operations the grant- date fair
      value
      of stock options and other equity-based compensation issued to employees. FAS
      No. 123R is effective beginning in the Company's first quarter of fiscal year
      ended June 30, 2007.





**INCOME
      TAXES**




The
        Company is incorporated in the State of Nevada and registered to do business
        in
        the State of California and has operations in primarily three tax jurisdictions
        - the United Kingdom (“UK”), Pakistan and the United States (“US”).
 
 The
        consolidated pre-tax income consists of the following:
 
 **Years
                  Ended June 30****2008**
              
              **2007**US
                  operations
              
              $
              (3,223,892
              )
              $
              (8,044,489
              )Foreign
                  operations
              
              
              10,567,922
              
              
              2,744,493$
              7,344,030
              
              $
              (5,299,996
              )




The
        components of the provision for income taxes are as follows:
  **Years
                    Ended June 30****2008**
                
                **2007**Current:Federal
                
                $
                -
                
                $
                -Foreign
                
                
                121,982
                
                
                160,306State
                    and Local
                
                
                -
                
                
                -Deferred:Federal
                
                
                -
                
                
                -Foreign
                
                
                -
                
                
                -State
                    and Local
                
                
                -
                
                
                -Provision
                    for income taxes
                
                $
                121,982
                
                $
                160,306
  The following is a reconciliation of the provision
          for income
          taxes computed at the statutory federal income tax rate to the income taxes
          reflected in the Statement of Operations:
 **Years
                    ended June 30,****2008**
                
                **2007**Income
                    taxes (benefit) at statutory rate
                
                
                34.00
                %
                
                34.00
                %State
                    income taxes, net of federal tax benefit
                
                
                17.22
                %
                
                6.00
                %Foreign
                    earnings taxed at different rates
                
                
                -47.26
                %
                
                5.00
                %Change
                    in valuation allowance for deferred tax assets
                
                
                -3.62
                %
                
                -42.00
                %Non-deductible
                    expenses
                
                
                0.06
                %Other,
                    net
                
                
                1.27
                %Provision
                    for income taxes
                
                
                1.66
                %
                
                3.00
                %


F
          -
          15




NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


The
            following table sets forth the significant components of the aggregate
            net
            deferred tax assets of the Company as of June 30, 2008 and 2007:
  **Years
                        ended June 30,****2008**
                    
                    **2007**Deferred
                        tax asset:Other
                    
                    
                    119,977
                    
                    
                    -Intangible
                        assets
                    
                    
                    (1,293,677
                    )
                    
                    -Net
                        Operating loss carry forwards
                    
                    
                    8,446,586
                    
                    
                    12,786,333Net
                        deferred tax assets
                    
                    
                    7,272,886
                    
                    
                    12,786,333Valuation
                        allowance for deferred tax assets
                    
                    
                    (7,272,886
                    )
                    
                    (12,786,333
                    )Net
                        deferred tax assets/(liabilities)
                    
                    
                    -
                    
                    
                    -
 United
        States of America
  Under
        SFAS 109, deferred tax assets may be recognized for temporary differences
        that
        will result in deductible amounts in future periods and for loss carry forwards.
        A valuation allowance is recognized if, based on the weight of available
        evidence, it is more likely than not that some portion or all of the deferred
        tax asset will not be realized. The Company established a full valuation
        allowance as management believes it is more likely than not that these assets
        will not be realized in the future. The valuation allowance decreased by
        $5,513,447 for the year ended June 30, 2008 mainly due to reporting a deferred
        tax liability related to acquired intangibles and adjusting the Company's
        net
        operating losses. To the extent a benefit is realized from reducing the
        valuation allowance on acquired deferred income tax assets, the benefit will
        be
        credited to goodwill.
 
 At
        June
        30, 2008, federal and state net operating loss carry forwards were $22,223,241
        and $4,983,979 respectively. Federal net operating loss carry forwards begin
        to
        expire in 2020, while state net operating loss carry forwards begin to expire
        in
        2012. Due to both historical and recent changes in the capitalization structure
        of the Company, the utilization of net operating losses may be limited pursuant
        to section 382 of the Internal Revenue Code.
 
 FIN
        48
        clarifies the accounting for uncertainty in income taxes recognized in an
        enterprise’s financial statements in accordance with FASB 109. This
        Interpretation prescribes a recognition threshold and measurement attribute
        for
        the financial statement recognition and measurement of a tax position taken
        or
        expected to be taken in a tax return. FIN 48 also provides guidance on
        derecognition, classification, interest and penalties, accounting in interim
        periods, disclosure, and transition. FIN 48 is effective for fiscal years
        beginning after December 15, 2006. The cumulative effect, if any, of applying
        FIN 48 is to be reported as an adjustment to the opening balance of retained
        earnings in the year of adoption. The impact of the Company’s reassessment of
        its tax positions in accordance with FIN 48 did not have an effect on the
        results of operations, financial condition or liquidity. As of June 30, 2008,
        the Company does not have any unrecognized tax benefits related to various
        federal and state income tax matters. The Company will recognize accrued
        interest and penalties related to unrecognized tax benefits in income tax
        expense.
 
 The
        Company is subject to U.S. federal income tax, as well as various state and
        foreign jurisdictions. The Company is currently open to audit under the statute
        of limitations by the federal and state jurisdictions for the years ending
        June
        30, 2004 through 2007. The Company does not anticipate any material amount
        of
        unrecognized tax benefits within the next 12 months.
 
 The
        cumulative amount of undistributed earnings of foreign subsidiaries that
        the
        Company intends to permanently invest and upon which no deferred US income
        taxes
        have been provided is $20,107,651 as of June 30, 2008. The additional US
        income
        tax on unremitted foreign earnings, if repatriated, would be offset in part
        by
        foreign tax credits. The extent of this offset would depend on many factors,
        including the method of distribution, and specific earnings
        distributed.
 
 Pakistan





As
      of
      June 30, 2008 the Company’s Pakistan subsidiaries had net operating loss carry
      forwards which can be carried forward for six years to offset future taxable
      income. The deferred tax assets for the Pakistan subsidiaries at June 30, 2008
      consists mainly of net operating loss carry forwards and were fully reserved
      as
      the management believes it is more likely than not that these assets will not
      be
      realized in the future.





The
      following table sets forth the significant components of the net deferred tax
      assets for operation in Pakistan as of June 30, 2008 and
      2007.





2008
            
            2007Net
                Operating Loss Carryforward
            
            $
            1,137,985
            
            $
            1,496,002Total
                Deferred Tax Assets
            
            
            398,295
            
            
            523,601Less:
                Valuation Allowance
            
            
            (398,295
            )
            
            (523,601
            )Net
                Deferred Tax Asset
            
            $
            -
            
            $
            -





UK





As
      of
      June 30, 2008 the Company’s UK subsidiaries had net operating loss carry
      forwards which can be carried forward indefinitely to offset future taxable
      income. The deferred tax assets for the UK subsidiaries at June 30, 2008
      consists mainly of net operating loss carry forwards and were fully reserved
      as
      the management believes it is more likely than not that these assets will not
      be
      realized in the future.





The
      following table sets forth the significant components of the net deferred tax
      assets for operation in the UK as of June 30, 2008 and 2007.





2008
            
            2007Net
                Operating Loss Carryforward
            
            $
            172,687
            
            $
            1,649,025Total
                Deferred Tax Assets
            
            
            51,806
            
            
            494,707Less:
                Valuation Allowance
            
            
            (51,806
            )
            
            (494,707
            )Net
                Deferred Tax Asset
            
            $
            -
            
            $
            -





F
          -
          16


NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





**Derivative
      Instruments:**





In
      June
      1998, the Financial Accounting Standards Board issued SFAS No. 133, “Accounting
      for Derivative Instruments and Hedging Activities.” SFAS No. 133, as amended by
      SFAS No. 137, is effective for fiscal years beginning after June 15, 2000.
      SFAS
      No. 133 requires the Company to recognize all derivatives as either assets
      or
      liabilities and measure those instruments at fair value. It further provides
      criteria for derivative instruments to be designated as fair value, cash flow
      and foreign currency hedges and establishes respective accounting standards
      for
      reporting changes in the fair value of the derivative instruments. After
      adoption, the Company is required to adjust hedging instruments to fair value
      in
      the balance sheet and recognize the offsetting gains or losses as adjustments
      to
      be reported in net income or other comprehensive income, as appropriate. The
      Company has complied with the requirements of SFAS 133, the effect of which
      was
      not material to the Company’s financial position or results of operations as the
      Company does not participates in such activities.





**Impairment
      of Long-Lived Assets and Long-Lived Assets to be Disposed
      of:**





Effective
      January 1, 2002, the Company adopted Statement of Financial Accounting Standards
      No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
      144"), which addresses financial accounting and reporting for the impairment
      or
      disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for
      the
      Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
      and the accounting and reporting provisions of APB Opinion No. 30, "Reporting
      the Results of Operations for a Disposal of a Segment of a Business." The
      Company periodically evaluates the carrying value of long-lived assets to be
      held and used in accordance with SFAS 144. SFAS 144 requires impairment losses
      to be recorded on long-lived assets used in operations when indicators of
      impairment are present and the undiscounted cash flows estimated to be generated
      by those assets are less than the assets' carrying amounts. In that event,
      a
      loss is recognized based on the amount by which the carrying amount exceeds
      the
      fair market value of the long-lived assets. Loss on long-lived assets to be
      disposed of is determined in a similar manner, except that fair market values
      are reduced for the cost of disposal.




For
      goodwill not identifiable with an impaired asset, the Company establishes
      benchmarks at the lowest level (entity level) as its method of assessing
      impairment. In measuring impairment, unidentifiable goodwill is considered
      impaired if the fair value at the lowest level is less than its carrying amount.
      The fair value of unidentifiable goodwill is determined by subtracting the
      fair
      value of the recognized net assets at the lowest level (excluding goodwill)
      from
      the value at the lowest level. The amount of the impairment loss is equal to
      the
      difference between the carrying amount of goodwill and the fair value of
      goodwill. In the event that impairment is recognized, appropriate disclosures
      are made.




F
          -
          17


NETSOL
        TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  Goodwill
        of a reporting unit is reviewed for impairment if events or changes in
        circumstances indicate that the carrying amount of its goodwill or intangible
        assets may not be recoverable. Impairment of reporting unit goodwill is
        evaluated based on a comparison of the reporting unit’s carrying value to the
        implied fair value of the reporting unit. Conditions that indicate that an
        impairment of goodwill exists include a sustained decrease in the market
        value
        of the reporting unit or an adverse change in business
        climate.





**Reporting
      segments:**





Statement
      of financial accounting standards No. 131, Disclosures about segments of an
      enterprise and related information (SFAS No. 131), which superceded statement
      of
      financial accounting standards No. 14, Financial reporting for segments of
      a
      business enterprise, establishes standards for the way that public enterprises
      report information about operating segments in annual financial statements
      and
      requires reporting of selected information about operating segments in interim
      financial statements regarding products and services, geographic areas and
      major
      customers. SFAS No. 131 defines operating segments as components of an
      enterprise about which separate financial information is available that is
      evaluated regularly by the chief operating decision maker in deciding how to
      allocate resources and in assessing performances. The Company allocates its
      resources and assesses the performance of its sales activities based upon
      geographic locations of its subsidiaries (see Note 15).





**New
      Accounting Pronouncements:**





In
      September 2006, FASB issued SFAS 157 “Fair Value Measurements”. This Statement
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles (“GAAP”), and expands disclosures about
      fair value measurements. This Statement applies under other accounting
      pronouncements that require or permit fair value measurements, the Board having
      previously concluded in those accounting pronouncements that fair value is
      the
      relevant measurement attribute. Accordingly, this Statement does not require
      any
      new fair value measurements. However, for some entities, the application of
      this
      Statement will change current practice. This Statement is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. The management is currently
      evaluating the effect of this pronouncement on the consolidated financial
      statements.





In
      September 2006, FASB issued SFAS 158 “Employers’ Accounting for Defined Benefit
      Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
      88, 106, and 132(R)”. This Statement improves financial reporting by requiring
      an employer to recognize the over funded or under funded status of a defined
      benefit postretirement plan (other than a multiemployer plan) as an asset or
      liability in its statement of financial position and to recognize changes in
      that funded status in the year in which the changes occur through comprehensive
      income of a business entity or changes in unrestricted net assets of a
      not-for-profit organization. This Statement also improves financial reporting
      by
      requiring an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position, with limited exceptions. An
      employer with publicly traded equity securities is required to initially
      recognize the funded status of a defined benefit postretirement plan and to
      provide the required disclosures as of the end of the fiscal year ending after
      December 15, 2006. An employer without publicly traded equity securities is
      required to recognize the funded status of a defined benefit postretirement
      plan
      and to provide the required disclosures as of the end of the fiscal year ending
      after June 15, 2007. However, an employer without publicly traded equity
      securities is required to disclose the following information in the notes to
      financial statements for a fiscal year ending after December 15, 2006, but
      before June 16, 2007, unless it has applied the recognition provisions of this
      Statement in preparing those financial statements:





1.  A
      brief
      description of the provisions of this Statement


2.  The
      date
      that adoption is required


3.  The
      date
      the employer plans to adopt the recognition provisions of this Statement, if
      earlier.




F
          -
          18




NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





The
      requirement to measure plan assets and benefit obligations as of the date of
      the
      employer’s fiscal year-end statement of financial position is effective for
      fiscal years ending after December 15, 2008. The management is currently
      evaluating the effect of this pronouncement on the consolidated financial
      statements.





In
      July
      2006, the FASB released FASB Interpretation No. 48, “Accounting for Uncertainty
      in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48)”. FIN 48
      clarifies the accounting and reporting for uncertainties in income tax law.
      This
      interpretation prescribes a comprehensive model for the financial statement
      recognition, measurement, presentation and disclosure of uncertain tax positions
      taken or expected to be taken in income tax returns. This statement is effective
      for fiscal years beginning after December 15, 2006. Management is currently
      in
      the process of evaluating the expected effect of FIN 48 on our results of
      operations and financial position.





In
      February 2007 the FASB issued SFAS 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities—including an amendment of FASB Statement No.
      115.” The statement permits entities to choose to measure many financial
      instruments and certain other items at fair value. The objective is to improve
      financial reporting by providing entities with the opportunity to mitigate
      volatility in reported earnings caused by measuring related assets and
      liabilities differently without having to apply complex hedge accounting
      provisions. The statement is effective as of the beginning of an entity’s first
      fiscal year that begins after November 15, 2007. Management is currently
      evaluating the effect of this pronouncement on the consolidated financial
      statements.




In
      December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
      Consolidated Financial Statements”. This Statement amends ARB 51 to establish
      accounting and reporting standards for the non-controlling (minority) interest
      in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that
      a
      non-controlling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. SFAS No. 160 is effective for the Company’s fiscal year
      beginning October 1, 2009. Management is currently evaluating the effect of
      this
      pronouncement on its consolidated financial statements.




In
      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
      Statement replaces SFAS No. 141, Business Combinations. This Statement retains
      the fundamental requirements in Statement 141 that the acquisition method of
      accounting (which Statement 141 called the purchase method) be used for all
      business combinations and for an acquirer to be identified for each business
      combination. This Statement also establishes principles and requirements for
      how
      the acquirer: a) recognizes and measures in its financial statements the
      identifiable assets acquired, the liabilities assumed, and any non-controlling
      interest in the acquiree; b) recognizes and measures the goodwill acquired
      in
      the business combination or a gain from a bargain purchase; and, c) determines
      what information to disclose to enable users of the financial statements to
      evaluate the nature and financial effects of the business combination. SFAS
      No.
      141(R) will apply prospectively to business combinations for which the
      acquisition date is on or after Company’s fiscal year beginning October 1, 2009.
      While the Company has not yet evaluated this statement for the impact, if any,
      that SFAS No. 141(R) will have on its consolidated financial statements, the
      Company will be required to expense costs related to any acquisitions after
      September 30, 2009.




In
      March
      2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
      Instruments and Hedging Activities”. The new standard is intended to improve
      financial reporting about derivative instruments and hedging activities by
      requiring enhanced disclosures to enable investors to better understand their
      effects on an entity’s financial position, financial performance, and cash
      flows. It is effective for financial statements issued for fiscal years and
      interim periods beginning after November 15, 2008, with early application
      encouraged. The new standard also improves transparency about the location
      and
      amounts of derivative instruments in an entity’s financial statements; how
      derivative instruments and related hedged items are accounted for under
      Statement 133; and how derivative instruments and related hedged items affect
      its financial position, financial performance, and cash flows. FASB Statement
      No. 161 achieves these improvements by requiring disclosure of the fair values
      of derivative instruments and their gains and losses in a tabular format. It
      also provides more information about an entity’s liquidity by requiring
      disclosure of derivative features that are credit risk – related.
      Finally, it requires cross-referencing within footnotes to enable financial
      statement users to locate important. Based on current conditions, the Company
      does not expect the adoption of SFAS 161 to have a significant impact on its
      results of operations or financial position.




F
          -
          19




NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





In
      May
      2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting
      Principles”. The pronouncement mandates the GAAP hierarchy reside in the
      accounting literature as opposed to the audit literature. This has the practical
      impact of elevating FASB Statements of Financial Accounting Concepts in the
      GAAP
      hierarchy. This pronouncement will become effective 60 days following SEC
      approval. The Company does not believe this pronouncement will impact its
      financial statements.




In
      May
      2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance
      Contracts-an interpretation of FASB Statement No. 60”. The scope of the
      statement is limited to financial guarantee insurance (and reinsurance)
      contracts. The pronouncement is effective for fiscal years beginning after
      December 31, 2008. The Company does not believe this pronouncement will impact
      its financial statements.




**Reclassifications:**





For
      comparative purposes, prior year’s consolidated financial statements have been
      reclassified to conform with report classifications of the current
      year.




**NOTE
      3** – **MAJOR CUSTOMERS**





During
      fiscal year ended June 30, 2008, there were no customers who represented 10%
      or
      more of the Company’s total revenue.





The
      Company is a strategic business partner for Daimler Financial Services (which
      consists of a group of many companies), which accounts for approximately 5%
      and
      2% of revenue, Toyota Motors (which consists of a group of many companies)
      accounts for approximately 3% and 9% of revenue, and Nissan (which consists
      of a
      group of many companies) accounts for approximately 11% and 5% of revenue for
      the fiscal year ended June 30, 2008 and 2007, respectively. Accounts receivable
      at June 30, 2008 and 2007 for these companies was $2,357,889 and $1,925,831.




**NOTE
      4** – **OTHER CURRENT ASSETS**





Other
      current assets consist of the following as of June 30, 2008:




F
          -
          20




NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





Prepaid
                Expenses
            
            $
            825,640Advance
                Income Tax
            
            
            356,843Employee
                Advances
            
            
            133,954Security
                Deposits
            
            
            244,409Advance
                Rent
            
            
            211,828Tender
                Money Receivable
            
            
            293,943Other
                Receivables
            
            
            335,493Other
                Assets
            
            
            4,297Total
            
            $
            2,406,407





**NOTE
      5 - PROPERTY AND EQUIPMENT**





Property
      and equipment, net, consist of the following at June 30, 2008:





Office
                furniture and equipment
            
            $
            1,224,340Computer
                equipment
            
            
            9,043,307Assets
                under capital leases
            
            
            1,511,311Building
            
            
            2,902,142Land
            
            
            925,210Autos
            
            
            245,855Improvements
            
            
            413,175Subtotal
            
            
            16,265,340Accumulated
                depreciation
            
            
            (7,088,560
            )$
            9,176,780





For
      the
      years ended June 30, 2008 and 2007, fixed asset depreciation expense totaled
      $1,573,345 and $1,015,835, respectively. Of these amounts, $1,031,943 and
      $567,145, respectively, are reflected as part of cost of goods sold.





**NOTE
      6 - INTANGIBLE ASSETS**





Intangible
      assets consist of the following at June 30, 2008:





Product Licenses
            
            Customer Lists
            
            TotalIntangible
                assets - June 30, 2007
            
            $
            14,511,208
            
            $
            5,451,094
            
            $
            19,962,302Additions
            
            
            4,481,077
            
            
            -
            
            
            4,481,077Effect
                of translation adjustment
            
            
            (381,578
            )
            
            -
            
            
            (381,578
            )Accumulated
                amortization
            
            
            (7,772,851
            )
            
            (3,718,333
            )
            
            (11,491,184
            )Net
                balance - June 30, 2008
            
            $
            10,837,856
            
            $
            1,732,761
            
            $
            12,570,617Amortization
                expense:Year
                ended June 30, 2008
            
            $
            1,069,967
            
            $
            694,644
            
            $
            1,764,611Year
                ended June 30, 2007
            
            $
            930,791
            
            $
            694,644
            
            $
            1,625,435





The
      above
      amortization expense includes amounts in “Cost of Goods Sold” for capitalized
      software development costs of $366,511 and $227,335 for the fiscal years ended
      June 30, 2008 and 2007, respectively.




F
          -
          21


NETSOL
      TECHNOLOGIES INC AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





At
      June
      30, 2008, product licenses, renewals, enhancements, copyrights, trademarks,
      and
      tradenames, included unamortized software development and enhancement costs
      of
      $9,550,831. Software development amortization expense was $366,511 and $227,335
      for the years ended June 30, 2008 and June 30, 2007, respectively.





Amortization
      expense of intangible assets over the next five years is as
      follows:


FISCAL YEAR ENDINGAsset
              
              6/30/09
              
              6/30/10
              
              6/30/11
              
              6/30/12
              
              6/30/13
              
              TOTALProduct
                  Licences
              
              $
              1,512,349
              
              $
              1,257,480
              
              $
              794,583
              
              $
              128,892
              
              $
              128,892
              
              $
              3,822,195Customer
                  Lists
              
              
              694,644
              
              
              606,852
              
              
              431,266
              
              
              -
              
              
              -
              
              
              1,732,762$
              2,206,993
              
              $
              1,864,332
              
              $
              1,225,849
              
              $
              128,892
              
              $
              128,892
              
              $
              5,554,957




Goodwill
      is comprised of amounts recognized in the acquisition of the
      following:





Balance atJune 30, 2008NetSol PK Tech
            
            $
            1,166,611CQ
                Systems
            
            
            3,471,813McCue
                Systems
            
            
            4,664,100NetSol
                Omni
            
            
            136,761Total
            
            $
            9,439,285





There
      was
      no impairment of goodwill for the years ended June 30, 2008 and
      2007.





**NOTE
      7** – **OTHER ASSETS** – **LONG TERM**





During
      the year ended June 30, 2007, NetSol PK agreed to lease a facility from the
      owner of the adjacent land agreed to build an office to the Company’s
      specifications and the Company agreed to help pay for the development of the
      land in exchange for discounted rent for the next three years. As of June 30,
      2008, the Company has paid a total of 26,156,725pkr or approximately $383,530
      in
      connection with this agreement. Of this amount, 14,446,675pkr or approximately
      $211,828 has been classified as current, representing one-year of rental
      payments, and 3,570,000pkr or approximately $52,346 shown as long-term assets.
      During the year ended June 30, 2008, 8,140,050pkr or approximately $198,280
      was
      expensed.





In
      addition, NetSol PK has begun work on building a new building behind the current
      one. The enhancement of infra-structure is necessary to meet the company’s
      growth in local and international business. The balance for advance for
      Capital-Work-In-Progress was $1,043,765.





During
      the current fiscal year, our North American operations determined it was
      necessary to move its location from Burlingame to Emeryville. The move is
      expected to be completed in September 2008. As part of the lease agreement,
      the
      Company was required to pay two months of rental payments as a security deposit
      valued at $155,880.




F
          -
          22


NETSOL
        TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  As
          of
          June 30, 2008, one of the Company’s subsidiaries has classified two of its
          accounts receivable as long-term amounting to $614,446 at present value
          net of
          discount of $109,818. The discount was calculated using a rate of 8.25%
          and a
          time period of two years as the collection is expected by the fiscal year
          ended
          June 30, 2010.
 
 **NOTE
        8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES**
 
 Accounts
        payable and accrued expenses consist of the following at June 30,
        2008:
 
 Accounts
                  Payable
              
              $
              1,468,491Accrued
                  Liabilities
              
              
              2,099,693Accrued
                  Payroll
              
              
              2,203Accrued
                  Payroll Taxes
              
              
              176,916Interest
                  Payable
              
              
              158,627Deferred
                  Revenues
              
              
              72,240Taxes
                  Payable
              
              
              138,489Total
              
              $
              4,116,659
 
 **NOTE
        9 – DEBTS**
  **A)
        LOANS AND LEASES PAYABLE**
  Notes
        and
        leases payable consist of the following at June 30, 2008:
 
 Balance
                  at
              
              Current
              
              Long-TermName
              
              6/30/08
              
              Maturities
              
              MaturitiesD&O
                  Insurance
              
              $
              41,508
              
              $
              41,508
              
              $
              -E&O
                  Insurance
              
              
              28,518
              
              
              28,518
              
              
              -Habib
                  Bank Line of Credit
              
              
              1,501,998
              
              
              1,501,998
              
              
              -Bank
                  Overdraft Facility
              
              
              84,952
              
              
              84,952
              
              
              -HSBC
                  Loan
              
              
              739,428
              
              
              327,820
              
              
              411,608Subsidiary
                  Capital Leases
              
              
              627,621
              
              
              295,314
              
              
              332,307$
              3,024,025
              
              $
              2,280,110
              
              $
              743,915
 
 On
        July
        4, 2007, the Company entered into a debt agreement with AMZ, a brokerage
        firm,
        in Lahore, Pakistan for a total of $2,457,642. AMZ brokered the loan with
        2
        banks in Pakistan, Bank Islami Pakistan Ltd, and Security Leasing Corporation
        Ltd. The loan called for 30% of the value of the loan to be collateralized
        by
        shares the Company owns in its Pakistan subsidiary, NetSol PK, plus an
        additional 10% of the total share pledged to cover any extra margin due to
        the
        change in value of the pledged shares. Finance costs associated with this
        debt
        totaled $39,445 and the Company received a net balance of $2,418,197. The
        loan
        had a maturity of three months and an interest rate 18.35%, consisting of
        the
        Karachi Interbank Offer Rate (“KIBOR” of 9.09%, a base rate of 4.26%, and a
        mark-up rate of 5%. On October 4, 2007, the loan matured and was rolled over
        for
        an additional three months. The new interest rate was 14.75%. Upon maturity
        on
        January 4, 2008, payment of the note and accrued interest was extended for
        six
        weeks. On February 16, 2008, the full balance of the loan and accrued interest
        of $256,608 was paid. All pledged shares were returned to the
        Company.
 
 F
            -
            23
 
 NETSOL
            TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 In
        August
        2007, the Company’s subsidiary, NetSol UK, entered into an agreement with HSBC
        Bank whereby the line of credit outstanding of £500,000 or approximately
        $1,023,850 was converted into a loan payable with a maturity of three years.
        The
        interest rate is 7.5% with monthly payments of £15,558 or approximately $31,858.
        The Parent has guaranteed payment of the loan in the event the subsidiary
        should
        default on it. During the year ended June 30, 2008, £155,585 or approximately
        $307,384 was paid on the principal of this note and £27,784 or approximately
        $52,310 was paid in interest. The loan outstanding as of June 30, 2008 was
        £370,567 or $739,428; of this amount $327,820 is classified as current
        maturities and $411,608 as long-term debt.
 
 In
        January 2008, the Company renewed its directors’ and officers’ (“D&O”)
        liability insurance for which the annual premium is $102,585. The Company
        arranged financing with AFCO Credit Corporation with a down payment of $10,584
        with the balance to be paid in nine monthly installments of $10,584 each.
        The
        balance owing as of June 30, 2008 was $41,508.
 
 In
        January 2008, the Company purchased an Errors and Omissions (“E&O”)
        liability insurance for an annual premium of $69,783. The Company arranged
        financing with AFCO Credit Corporation with a down payment of $7,213 with
        the
        balance to be paid in nine monthly installments of $7,213 each. The balance
        owing as of June 30, 2008 was $28,518.
 
 In
        April
        2008, the Company entered into an agreement with Habib American Bank to secure
        a
        line of credit to be collateralized by Certificates of Deposit held at the
        bank.
        During the year ended June 30, 2008, $1,510,595 was drawn down on this line
        of
        credit and $12,629 was repaid. The interest rate on this account is variable
        and
        was 4.571% at June 30, 2008. Interest paid during the year ended June 30,
        2008
        was $4,032 and the balance was $1,501,998.
 
 During
        the year ended June 30, 2008, the Company’s subsidiary, NTE, entered into an
        overdraft facility with HSBC Bank plc whereby the bank would cover any
        overdrafts up to £200,000. The interest rate is 3.25% per year over the Bank’s
        sterling Base Rate, which is currently 5%, for an effective rate of 8.25%.
        As of
        June 30, 2008, the subsidiary had used £42,574 or approximately $84,952.
 
 **CAPITAL
        LEASE OBLIGATIONS**
 
 The
        Company leases various fixed assets under capital lease arrangements expiring
        in
        various years through 2013. The assets and liabilities under capital leases
        are
        recorded at the lower of the present value of the minimum lease payments
        or the
        fair value of the asset. The assets are depreciated over the lesser of their
        related lease terms or their estimated useful lives and are secured by the
        assets themselves. Depreciation of assets under capital leases is included
        in
        depreciation expense for the years ended June 30, 2008 and 2007.
 
 Following
        is the aggregate minimum future lease payments under capital leases as of
        June
        30, 2008:
  F
            -
            24
 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 Minimum
                  Lease PaymentsDue
                  FYE 6/30/09
              
              $
              368,671Due
                  FYE 6/30/10
              
              
              258,927Due
                  FYE 6/30/11
              
              
              113,053Due
                  FYE 6/30/12
              
              
              6,135Due
                  FYE 6/30/13
              
              
              3,356Total
                  Minimum Lease Payments
              
              
              750,142Interest
                  Expense relating to future periods
              
              
              (122,521
              )Present
                  Value of minimum lease payments
              
              
              627,621Less:
                  Current portion
              
              
              (295,314
              )Non-Current
                  portion
              
              $
              332,307
 
 Following
        is a summary of fixed assets held under capital leases as of June 30,
        2008:
 
 Computer
                  Equipment and Software
              
              $
              895,235Furniture
                  and Fixtures
              
              
              62,054Vehicles
              
              
              392,727Building
                  Equipment
              
              
              161,295Total
              
              
              1,511,311Less:
                  Accumulated Depreciation
              
              
              (653,643
              )Net
              
              $
              857,668
  **B)
        LOANS PAYABLE - BANK**
  The
        Company’s Pakistan subsidiary, NetSol Technologies (Private) Ltd., has a loan
        with a bank, secured by the Company’s assets. This note consists of the
        following as of June 30, 2008:
 
 TYPE OF
              
              MATURITY
              
              INTEREST
              
              BALANCELOAN
              
              DATE
              
              RATE
              
              USDExport Refinance
              
              
              Every 6 months
              
              
              7.50
              %
              $
              2,932,551Total
              
              
              
              
              
              
              
              $
              2,932,551
 
 **C)
        OTHER PAYABLE – ACQUISITION**
 
 As
        of
        June 30, 2008, Other Payable – Acquisition consists of total payments of
        $846,215 due to the shareholders of McCue Systems.
  F
            -
            25
  NETSOL
        TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  McCue
        Systems (now NetSol Technologies North America Inc.)
  On
        June
        30, 2006, the acquisition with McCue Systems, Inc. (“McCue”) closed (see Note
        17). As a result, the first installment consisting of $2,117,864 cash and
        958,213 shares of the Company’s restricted common stock was recorded. During the
        fiscal year ended June 30, 2007, $2,059,413 of the cash portion of was paid
        to
        the McCue shareholders and in July 2006 the stock was issued. In June 2007,
        the
        second installment on the acquisition consisting of $903,955 in cash and
        408,988
        shares of the Company’s restricted common stock became due and was recorded. In
        July and August 2007, $879,007 of the cash was paid. In
        June
        2008, the third and final installment became due, consisting of $762,816
        in cash
        and 345,131 shares of the Company’s restricted common stock. The cash portion is
        shown as “Other Payable – Acquisition” and the stock portion is shown in
“Shares to be issued” on these consolidated financial statements. The balance at
        June 30, 2008 was $846,215. Of this amount, $104,452 represents the few
        remaining McCue shareholders that have not been located as of the date of
        this
        report. The shares were issued on July 3, 2008 and the cash due was paid
        in July
        and August 2008.
  **D)
        DUE TO OFFICERS**
 
 The
        officers of the Company, from time to time, loan funds to the Company.
 
 On
        September 1, 2006, an officer of the Company loaned $165,000 to the Company
        for
        its immediate short-term cash needs in the corporate office. The loan had
        a
        maturity date of three months and is interest free and had been automatically
        extended. The terms of the loan were approved by the Company’s board of
        directors. The balance of this loan was repaid in July 2007.
 
 In
        addition, the officers of the Company have advanced $34,173 as working capital.
        The balance due to officers as of June 30, 2008 was $184,173.
 
 In
        July
        2008, the officers exercised 98,358 options against the amounts owed to them
        of
        $179,738.
  **NOTE
        10 – DIVIDEND PAYABLE**
  **PREFERRED
        SHAREHOLDERS**
  On
        October 30, 2006, the convertible notes payable (see note 11) were converted
        into 5,500 shares of Series A 7% Cumulative Convertible Preferred Stock.
        The
        dividend is to be paid quarterly, either in cash or stock at the Company’s
        election. The dividend for the fiscal years ended June 30, 2008 and 2007
        totaled
        $178,541 and $237,326. Of the amount due for fiscal year ended June 30, 2008,
        $145,033 has been paid in stock and the remaining balance of $33,508 is payable
        and is reflected in these consolidated financial statements. This amount
        was
        paid with the issuance of 13,107 shares of the Company’s common stock on July 3,
        2008.
 
 **SUBSIDIARY
        DIVIDEND**
 
 On
        September 26, 2007, the Company’s joint-venture subsidiary, NetSol-Innovation
        declared a cash dividend of 100,000,000 Pakistan Rupees (“pkr”) or approximately
        $1,651,522. Of this amount, the Company was due 50,520,000 pkr or approximately
        $834,349. The dividend was paid during the quarter ended December 31, 2007.
        The
        amount attributable to the minority holders is approximately $817,173 and
        is
        reflected in the acompanying consolidated financial statements.
  F
            -
            26
  NETSOL
        TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  **NOTE
        11 – CONVERTIBLE NOTE PAYABLE**
 
 On
        June
        15, 2006, the Company entered into an agreement with five accredited investors
        whereby the Company issued five convertible notes payable for an aggregate
        principal value of $5,500,000. These notes bore interest at the rate of 12%
        per
        annum and were due in full one year from the issuance date or on June 15,
        2007
        (the “Financing”).  The Convertible Notes could have immediately converted
        into shares of common stock of the Company at the conversion value (initially
        set at one share per $1.65 of principal dollar) to the extent that such
        conversion did not violate Nasdaq Market Place rules.  Due to the
        limitation rule, none of the note was convertible as of September 30, 2006.
        Upon
        the approval of the stockholders, to the extent not already converted into
        common shares, the Convertible Notes Payable would be immediately converted
        into
        shares of Preferred Stock. On October 18, 2006, the shareholders approved
        the
        issuance of the shares and on October 30, 2006 the notes were converted into
        5,500 shares of Preferred Stock. During the quarter ended September 30, 2006,
        $167,489 of interest was accrued. As of September 30, 2006, a total of $194,989
        in accrued interest had been recorded on the notes and was added to the
        principal of the notes. During the fiscal year ended June 30, 2007, $251,167
        of
        interest was accrued. On December 13, 2006, the note holders agreed to accept
        shares of the Company’s common stock in payment of the interest owed to them. In
        addition, the note holders required the Company to issue a total of 60,000
        shares of the Company’s common stock valued at $88,201 as a premium to receive
        payment in shares rather than cash. This amount is included in “interest
        expense” in the accompanying consolidated financial statements for the year
        ended June 30, 2007.
 
 The
        beneficial conversion feature expense was based on the net value of the loan
        after reducing the proceeds by the value of the warrants issued and was
        $2,208,334 for the year ended June 30, 2007.
 
 The
        common stock shares issued under this financing agreement, including warrants,
        were to be registered within 120 days after closing (or October 19, 2006).
        If
        the Company did not meet the registration requirement, the Company was to
        pay in
        cash as liquidated damages for such failure and not as a penalty to each
        Holder
        an amount equal to one percent (1%) of such Holder's Purchase Price paid
        by such
        Holder pursuant to the Purchase Agreement for each thirty (30) day period
        until
        the applicable Event has been cured. The registration statement became effective
        on January 19, 2007. During the fiscal year ended June 30, 2007, the Company
        accrued $168,667 as liquidation damages due and has paid the full amount.
        As a
        result, the Company recorded an additional $12,223 in liquidation damages
        during
        the fiscal year ended June 30, 2007. This amount is included in “Accrued
        Liabilities” as of June 30, 2008.
 
 As
        part
        of the agreement, the investors received warrants to purchase 1,666,668 shares
        of the Company’s common stock. The warrants have an exercise price of $2.00 and
        expire in five years. These warrants were valued using the Black-Scholes
        model
        at $2,108,335 and were capitalized as a contra-account against the note balance.
        These costs were being amortized over the life of the loan or a pro-rata
        basis
        as the loan was converted into common or preferred stock. As the loans were
        converted on October 30, 2006, the balance of $2,022,363 was amortized and
        recorded as “amortization of debt discount” for the year ended June 30, 2007.
 
 The
        Black-Scholes pricing model used the following assumptions:
 
 Risk-free
                  interest rate
              
              
              6.00
              %Expected
                  life
              
              
              5
                  yearsExpected
                  volatility
              
              
              100
              %Dividend
                  yield
              
              
              0
              %
  F
            -
            27
  NETSOL
        TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  Under
        the
        agreement, any future financing whereby warrants are issued at an exercise
        price
        lower than the exercise price of the warrants in the agreement, an adjustment
        to
        the exercise price is to be made. During the fiscal year ended June 30, 2007,
        a
        financing was completed which included the issuance of warrants at an exercise
        price of $1.65 (see Note 11). Following the formula set out in the agreement,
        it
        was determined that the adjusted exercise price was $1.93 per share. As a
        result, the Company revalued the warrants for the adjusted exercise price
        using
        the Black-Scholes model at $2,120,000 and recorded an expense of $11,667
        for the
        repricing of the warrants during the year ended June 30, 2007. The Black-Scholes
        pricing model used the same assumptions as for the original valuation of
        the
        warrants.
 
 In
        connection with this financing, the Company paid $474,500 in cash for placement
        agent fees and legal fees. These costs were capitalized and are being amortized
        over the life of the loan or a pro-rata basis as the loan is converted into
        common or preferred stock. As the loans were converted on October 30, 2006,
        the
        balance of $454,729 of these costs were amortized and recorded as “amortization
        of capitalized cost of debt” during the year ended June 30, 2007.
 
 As
        part
        of the financing, warrants to purchase 266,666 shares of the Company’s common
        stock were issued to the placement agent as part of its fee. The warrants
        have
        an exercise price of $1.65 and expire in two years. These warrants were valued
        using the Black-Scholes model at $340,799 and were capitalized. These costs
        were
        being amortized over the life of the loan or a pro-rata basis as the loan
        was
        converted into common or preferred stock. As the loans were converted on
        October
        30, 2006, the balance of $326,599 of these costs were amortized and recorded
        as
“amortization of capitalized cost of debt” during the year ended June 30, 2007.
 
 The
        Black-Scholes pricing model used the following assumptions:
 
 Risk-free
                  interest rate
              
              
              6.00
              %Expected
                  life
              
              
              2
                  yearsExpected
                  volatility
              
              
              100
              %Dividend
                  yield
              
              
              0
              %
 
 **NOTE
        12 – STOCKHOLDERS’ EQUITY**
  **PREFERRED
        STOCK**
  On
        October 30, 2006, the convertible notes payable (see note 11) were converted
        into 5,500 shares of Series A 7% Cumulative Convertible Preferred Stock.
        The
        preferred shares are valued at $1,000 per share or $5,500,000. The preferred
        shares are convertible into common stock at a rate of $1.65 per common share.
        The total shares of common stock that can be issued under these Series A
        Preferred Stock is 3,333,333. On January 19, 2007, the Form S-3 statement
        to
        register the underlying common stock and related dividends became effective.
        As
        of June 30, 2008 and 2007, 2,210 and 1,370 of the preferred shares had been
        converted into 1,339,392 and 830,302 shares of the Company’s common stock,
        respectively. As of June 30, 2008, there were 1,920 shares of preferred stock
        outstanding.
 
 The
        Series A Convertible Preferred Stock carries certain liquidation and
        preferential rights. In the event of any voluntary or involuntary liquidation,
        dissolution or winding up of the Corporation, before any distribution of
        assets
        of the Corporation can be made to or set apart for the holders of Common
        Stock,
        the holders of Convertible Preferred Stock shall be entitled to receive payment
        out of such assets of the Corporation in an amount equal to $1,000 per share
        of
        Convertible Preferred Stock then outstanding, plus any accumulated and unpaid
        dividends thereon (whether or not earned or declared) on the Convertible
        Preferred Stock. In addition, the Convertible Preferred Stock ranks senior
        to
        all classes and series of Common Stock and existing preferred stock and to
        each
        other class or series of preferred stock established hereafter by the Board
        of
        Directors of the Corporation, with respect to dividend rights, redemption
        rights, rights on liquidation, winding-up and dissolution and all other rights
        in any manner, whether voluntary or involuntary.
  F
            -
            28
 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 **Business
        Combinations:**
 
 McCue
        Systems, Inc. (now NetSol Technologies North America Inc.)
 
 In
        June
        2006, the Company completed the acquisition of McCue Systems, Inc. (see Note
        17). During fiscal year ended June 30, 2007 as part of this agreement, the
        Company issued 931,770 shares of its restricted common stock valued at
        $1,584,009 to the shareholders of McCue Systems for the initial down payment.
  In
        June
        2007, the second installment became due for the acquisition and the Company
        issued 397,700 shares of its restricted common stock valued at $711,640 to
        the
        shareholders of McCue Systems. In addition, a total of 37,731 shares valued
        at
        $64,612 are shown in “Shares to Be Issued” in these consolidated financial
        statements representing McCue Systems shareholders that have not been located
        as
        of this date.
 
 In
        June
        2008, the third and final installment became due for the acquisition and
        the
        Company recorded 345,131 shares to be issued valued at $890,437 on these
        consolidated financial statements. Of these, 335,604 shares were issued in
        July
        2008. The balance represents McCue Systems shareholders that have not been
        located as of this date.
 
 NetSol
        Omni (“Omni”)
 
 In
        December 2007, the Company entered into an agreement with the minority
        shareholders of Omni, whereby the Company purchased the remaining 49.9% of
        Omni
        for 25,000 shares of the Company’s common stock valued at $76,750.
 
 **Private
        Placements**
 
 In
        June
        2007, the Company sold 757,576 shares of the Company’s common stock to two
        institutional investors for $1,250,000. The Company received $1,000,000 of
        this
        by June 30, 2007 and the remainder was received on July 2, 2007. The shares
        were
        issued in July 2007. This purchase agreement contained a “green shoe” clause
        whereby the investors had the option to purchase within six months the same
        number of shares at the same price and receive the same number of warrants.
        In
        October 2007, the investors exercised the “green shoe” clause and the Company
        sold them 757,576 shares of the Company’s common stock valued at $1,250,000. As
        part of the agreement, the investors were granted 378,788 warrants with an
        exercise price of $1.65.
 
 **Services,
        Accrued Expenses and Payables**
 
 In
        October 2005, the Company entered into an agreement with a vendor whereby
        the
        Company agreed to issue $2,500 worth of stock per month as payment for services
        rendered. The stock was to be issued after the end of each quarter. The Company
        issued 12,177 shares of its common stock during the fiscal year ended June
        30,
        2007 valued at $21,250. The agreement was terminated on December 15,
        2006.
  In
        January 2006, the Company entered into an agreement with two consultants
        whereby
        the Company agreed to issue shares of the Company’s restricted common stock for
        their services. During the fiscal year ended June 30, 2007, the Company issued
        160,624 shares of restricted common stock valued at $269,128. The agreement
        was
        terminated in May 2007.
  F
            -
            29
 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 In
        October 2006, the Company entered into an agreement with a consultant whereby
        the Company agreed to issue 25,000 shares of the Company’s restricted common
        stock at the signing of the agreement. The shares were valued at $36,250
        or
        $1.45 per share.
 
 In
        October 2006, the Company entered into an agreement with a consultant whereby
        the Company agreed to issue a total of 40,000 of the Company’s restricted stock,
        to be paid at the end of each quarter of service. As of June 30, 2007, the
        Company has recorded as “Stock to Be Issued” 10,000 shares valued at $15,000 or
        $1.50 per share under this agreement. In October 2007, these shares were
        issued.
        During the year ended June 30, 2008, the remaining 30,000 shares valued at
        $45,000 were issued.
 
 In
        October 2006, the Company entered into an agreement with an employee whereby
        the
        Company agreed to issue a total of 35,000 shares of the Company’s restricted
        common stock valued at $132,650; vesting over one year on a quarterly basis.
        During the year ended June 30, 2008, 17,500 shares were vested and issued
        valued
        at $66,324were issued to the employee.
 
 In
        June
        2008, the Company entered into an agreement with a consultant whereby the
        Company agreed to issue a total of 20,000 shares of the Company’s restricted
        common stock valued at $56,600 for services rendered. As of June 30, 2008,
        the
        stock had not been issued and is shown in “Stock to be Issued”.
 
 **Options
        and Warrants Exercised**
 
 During
        the year ended June 30, 2007, the Company issued 1,571,243 shares of its
        common
        stock for the exercise of options valued at $2,585,474. Of this, $1,173,750
        was
        recorded as “Stock Subscription Receivable”, $33,750 was a cashless exercise
        whereby the exercise price was applied against amounts owed by the Company
        to a
        Director, and $7,000 was applied to amounts owed by the Company to an employee.
        $150,000 was a cashless exercise whereby the exercise price was applied against
        amounts owed by the Company to three officers (see Note 9). In addition,
        3,030
        shares of the Company’s common stock valued at $5,000 was issued against
        payments made in the previous year and was recorded as a reduction in “Shares to
        Be Issued.”
 
 During
        the year ended June 30, 2008, the Company issued 849,938 shares of its common
        stock for the exercise of options valued at $1,477,929. Of these shares,
        1,818
        valued at $3,000 were issued against amounts owed by the Company to an employee,
        and a net amount of $16,750 was recorded against “subscription receivable”. In
        addition, 20,000 shares valued at $36,600 was recorded as “shares to be issued”
as of June 30, 2008.
 
 During
        the year ended June 30, 2008, the Company issued 1,087,359 shares of its
        common
        stock for the exercise of warrants valued at $1,754,547.
 
 **Payment
        of Interest**
 
 On
        December 13, 2006, the Company issued a total of 230,863 shares of the Company’s
        common stock valued at $339,137 or $1.47 per share to the convertible note
        holders as payment of the interest due to them (see note 11). This payment
        included 60,000 shares valued at $88,201 as premium shares to accept payment
        of
        the interest in the Company’s common stock rather than cash. These shares have
        been registered with the Securities and Exchange Commission.
  F
            -
            30
  NETSOL
        TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  **Payment
        of Dividend to Preferred Stockholders**
 
 During
        the years ended June 30, 2008 and 2007, the Company issued 114,588 and 105,589
        shares of the Company’s common stock valued at $222,673 and $159,684,
        respectively, as payment of the dividend owed to the Preferred Stockholders
        (see
        Note 10).
 
 **Stock
        Subscription Receivable**
 
 Stock
        subscription receivable represents stock options exercised and issued that
        the
        Company has not yet received the payment from the purchaser.
 
 During
        the year ended June 30, 2007, the Company issued a total of $1,673,750 of
        new
        receivables and received payments of $936,593. In addition, $35,000 was applied
        to amounts owing from a subsidiary. The balance at June 30, 2007 was
        $1,001,407.
 
 During
        the year ended June 30, 2008, a total of $542,000 was collected and new
        receivables of $211,500 were issued. In addition, the Company wrote-off $70,000
        of receivables as uncollectible from employees who have since left the Company.
        The balance at June 30, 2008 was $600,907.
 
 **Treasury
        Stock**
 
 The
        balance at June 30, 2007 was $10,194.
 
 On
        March
        24, 2008, the Company announced that it had authorized a stock repurchase
        program permitting the Company to repurchase up to 1,000,000 of its shares
        of
        common stock over the next 6 months. The shares are to be repurchased from
        time
        to time in open market transactions or privately negotiated transactions
        in the
        Company's discretion. During the year ended June 30, 2008, the Company had
        repurchased a total of 13,600 shares on the open market valued at $25,486.
        The
        balance as of June 30, 2008 was $35,681.
 
 **Common
        Stock Purchase Warrants and Options**
 
 From
        time
        to time, the Company issues options and warrants as incentives to employees,
        officers and directors, as well as to non-employees.
 
 Common
        stock purchase options and warrants consisted of the following as of June
        30,
        2008:
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            -
            31
 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 AggregatedExercise
              
              Intrinsic#
                  shares
              
              Price
              
              Value**Options:**Outstanding
                  and exercisable, June 30, 2007
              
              
              7,102,363
              
              $
              0.75
                  to $5.00
              
              $
              129,521Granted
              
              
              20,000
              
              $
              1.60Exercised
              
              
              (869,938
              )
              $
              0.75
                  to $2.55Expired
              
              
              (180,000
              )
              $
              0.75Outstanding
                  and exercisable, March 31, 2008
              
              
              6,072,425
              
              $
              0.75
                  to $5.00
              
              $
              1,717,608**Warrants:**Outstanding
                  and exercisable, June 30, 2007
              
              
              3,002,725
              
              $
              1.75
                  to $5.00
              
              $
              58,091Granted
              
              
              378,788
              
              $
              1.65Exercised
              
              
              (1,269,199
              )
              $
              1.65
                  to $3.30Expired
              
              
              (120,000
              )
              $
              2.50
                  to $5.00Outstanding
                  and exercisable, March 31, 2008
              
              
              1,992,314
              
              $
              1.65
                  to $5.00
              
              $
              1,206,095
 
 The
        average life remaining on the options and warrants as of June 30, 2008 is
        as
        follows:
 
 Exercise
                  Price
              
              Number
                Outstanding
                and
                Exercisable
              
              Weighted
                Average
                  Remaining
                Contractual
                Life
              
              Weighted
                Ave
                Exericse
                Price***OPTIONS:***$0.01
                  - $0.99
              
              
              14,000
              
              
              3.58
              
              
              0.75$1.00
                  - $1.99
              
              
              2,193,425
              
              
              7.10
              
              
              1.87$2.00
                  - $2.99
              
              
              3,065,000
              
              
              6.75
              
              
              2.68$3.00
                  - $5.00
              
              
              800,000
              
              
              5.78
              
              
              4.24Totals
              
              
              6,072,425
              
              
              6.74
              
              
              2.59***WARRANTS:***$1.00
                  - $1.99
              
              
              1,527,652
              
              
              3.43
              
              
              1.79$3.00
                  - $5.00
              
              
              464,662
              
              
              1.14
              
              
              3.31Totals
              
              
              1,992,314
              
              
              2.90
              
              
              2.15
 
 All
        options and warrants granted are vested and are exercisable as of June 30,
        2008.
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            32
  NETSOL
        TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  **Options:**
 
 The
        company adopted SFAS No. 123-R effective July 1, 2006 using the modified
        prospective method. Under this transition method, stock compensation expense
        recognized in the six months ended December 31, 2006 includes compensation
        expense for all stock-based compensation awards vested during the six months
        ended December 31, 2006, based on the grant-date fair value estimated in
        accordance with the provisions of SFAS No. 123-R.
 
 During
        the quarter ended June 30, 2007, 180,606 options were granted to employees
        with
        an exercise price of $1.65 per share and an expiration date of one-year.
        All
        options granted have been exercised as of June 30, 2007. Using the Black-Scholes
        method to value the options, the Company recorded $102,584 in compensation
        expense for these options in the accompanying consolidated financial statements.
        The Black-Scholes option pricing model used the following
        assumptions:
 
 Risk-free
                  interest rate
              
              
              7
              %Expected
                  life
              
              
              1
                  yearExpected
                  volatility
              
              
              83
              %
  During
        the quarter ended September 30, 2007, 20,000 options were granted to two
        officers with an exercise price of $1.60 per share and an expiration date
        of ten
        years, vesting immediately. Using the Black-Scholes method to value the options,
        the Company recorded $24,320 in compensation expense for these options in
        the
        accompanying consolidated financial statements.
 
 The
        Black-Scholes option pricing model used the following assumptions:
 
 Risk-free
                  interest rate
              
              
              4.5
              %Expected
                  life
              
              
              10
                  yearsExpected
                  volatility
              
              
              65
              %
 
 **Warrants:**
 
 On
        October 11, 2006, the Company entered into an agreement with a consultant
        whereby the Company agreed to grant the consultant a total of 100,000 warrants
        with an exercise price of $1.85 and 100,000 warrants with an exercise price
        of
        $3.70. The warrants vest equally over the term of the agreement on a quarterly
        basis commencing on January 11, 2007 and vest only upon completion of the
        quarter’s service as earned. The agreement was terminated on March 31, 2007. The
        25,000 warrants vested are exercisable until October 10, 2011 and all non-vested
        warrants were cancelled at the time of the agreement termination. During
        the
        quarter ended March 31, 2007, a total of 25,000 of the warrants had vested.
        The
        warrants were valued using the fair value method at $33,987 or $1.44 and
        $1.28
        per share and recorded during the year ended June 30, 2007. The Black-Scholes
        option pricing model used the following assumptions:
 
 Risk-free
                  interest rate
              
              
              7.0
              %Expected
                  life
              
              
              5
                  yearsExpected
                  volatility
              
              
              100
              %Dividend
                  yield
              
              
              0
              %
 
 In
        October 2007, the investors exercised the “green shoe” clause and the Company
        sold them 757,576 shares of the Company’s common stock valued at $1,250,000. In
        addition as part of the agreement, the investors were granted 378,788 warrants
        with an exercise price of $1.65 and expire in five years.
  F
            -
            33
 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 **NOTE
        13 – INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN**
 
 **The
        2001 Plan**
 
 On
        March
        27, 2002, the Company enacted an Incentive and Non-statutory Stock Option
        Plan
        (the “2001 Plan”) for its employees and consultants under which a maximum of
        2,000,000 options may be granted to purchase common stock of the Company.
        Two
        types of options may be granted under the Plan: (1) Incentive Stock Options
        (also known as Qualified Stock Options) which may only be issued to employees
        of
        the Company and whereby the exercise price of the option is not less than
        the
        fair market value of the common stock on the date it was reserved for issuance
        under the Plan; and (2) Non-statutory Stock Options which may be issued to
        either employees or consultants of the Company and whereby the exercise price
        of
        the option is less than the fair market value of the common stock on the
        date it
        was reserved for issuance under the plan. Grants of options may be made to
        employees and consultants without regard to any performance measures. All
        options issued pursuant to the Plan are nontransferable and subject to
        forfeiture.
 
 Any
        Option granted to an Employee of the Corporation shall become exercisable
        over a
        period of no longer than ten (10) years and no less than twenty percent (20%)
        of
        the shares covered thereby shall become exercisable annually. No Incentive
        Stock
        Option shall be exercisable, in whole or in part, prior to one (1) year from
        the
        date it is granted unless the Board shall specifically determine otherwise,
        as
        provided herein. In no event shall any Option be exercisable after the
        expiration of ten (10) years from the date it is granted, and no Incentive
        Stock
        Option granted to a Ten Percent Holder shall, by its terms, be exercisable
        after
        the expiration of ten (10) years from the date of the Option. Unless otherwise
        specified by the Board or the Committee in the resolution authorizing such
        option, the date of grant of an Option shall be deemed to be the date upon
        which
        the Board or the Committee authorizes the granting of such Option.
 
 The
        number and exercise prices of options granted under the 2001 Plan for the
        years
        ended June 30, 2008 and 2007 are as follows:
  Exercise
              
              
              
              Exercise2008
              
              Price
              
              2007
              
              PriceOutstanding
                  and exercisable, beginning of year
              
              
              31,000
              
              $
              0.75
                  to $1.25
              
              
              46,000
              
              $
              0.75
                  to $2.50Granted
              
              
              -
              
              
              
              
              
              -Exercised
              
              
              (15,000
              )
              $
              0.75
              
              
              (15,000
              )
              $
              0.75
                  to $1.75Expired
              
              
              -
              
              
              -
              
              
              -
              
              
              -Outstanding
                  and exercisable, end of year
              
              
              16,000
              
              $
              0.75
                  to $1.00
              
              
              31,000
              
              $
              0.75
                  to $1.00
 
 **The
        2002 Plan**
 
 In
        January 2003, the Company enacted an Incentive and Non-statutory Stock Option
        Plan (the “2002 Plan”) for its employees and consultants under which a maximum
        of 2,000,000 options may be granted to purchase common stock of the Company.
        Two
        types of options may be granted under the Plan: (1) Incentive Stock Options
        (also known as Qualified Stock Options) which may only be issued to employees
        of
        the Company and whereby the exercise price of the option is not less than
        the
        fair market value of the common stock on the date it was reserved for issuance
        under the Plan; and (2) Non-statutory Stock Options which may be issued to
        either employees or consultants of the Company and whereby the exercise price
        of
        the option is less than the fair market value of the common stock on the
        date it
        was reserved for issuance under the plan. Grants of options may be made to
        employees and consultants without regard to any performance measures. All
        options issued pursuant to the Plan are nontransferable and subject to
        forfeiture.
  F
            -
            34
 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 Any
        Option granted to an Employee of the Corporation shall become exercisable
        over a
        period of no longer than ten (10) years and no less than twenty percent (20%)
        of
        the shares covered thereby shall become exercisable annually. No Incentive
        Stock
        Option shall be exercisable, in whole or in part, prior to one (1) year from
        the
        date it is granted unless the Board shall specifically determine otherwise,
        as
        provided herein. In no event shall any Option be exercisable after the
        expiration of ten (10) years from the date it is granted, and no Incentive
        Stock
        Option granted to a Ten Percent Holder shall, by its terms, be exercisable
        after
        the expiration of ten (10) years from the date of the Option. Unless otherwise
        specified by the Board or the Committee in the resolution authorizing such
        option, the date of grant of an Option shall be deemed to be the date upon
        which
        the Board or the Committee authorizes the granting of such
        Option.
 
 The
        number and weighted average exercise prices of options granted under the
        2002
        Plan for the year ended June 30, 2008 and 2007 are as follows:
  Exercise
              
              
              
              Exercise2008
              
              Price
              
              2007
              
              PriceOutstanding
                  and exercisable, beginning of year
              
              
              972,000
              
              $
              0.75
                  to $5.00
              
              
              1,059,500
              
              $
              0.75
                  to $2.50Granted
              
              
              -
              
              
              -
              
              
              -
              
              
              -Exercised
              
              
              (60,000
              )
              $
              1.25
              
              
              (47,500
              )
              $
              0.75
                  to $2.30Expired
              
              
              (30,000
              )
              $
              0.75
                  - $2.50
              
              
              (40,000
              )
              $
              3.00
                  to $5.00Outstanding
                  and exercisable, end of year
              
              
              882,000
              
              $
              0.75
                  to $5.00
              
              
              972,000
              
              $
              0.75
                  to $5.00
 
 **The
        2003 Plan**
 
 In
        March
        2004, the Company enacted an Incentive and Non-statutory Stock Option Plan
        (the
“2003 Plan”) for its employees and consultants under which a maximum of
        2,000,000 options may be granted to purchase common stock of the Company.
        Two
        types of options may be granted under the Plan: (1) Incentive Stock Options
        (also known as Qualified Stock Options) which may only be issued to employees
        of
        the Company and whereby the exercise price of the option is not less than
        the
        fair market value of the common stock on the date it was reserved for issuance
        under the Plan; and (2) Non-statutory Stock Options which may be issued to
        either employees or consultants of the Company and whereby the exercise price
        of
        the option is less than the fair market value of the common stock on the
        date it
        was reserved for issuance under the plan. Grants of options may be made to
        employees and consultants without regard to any performance measures. All
        options issued pursuant to the Plan are nontransferable and subject to
        forfeiture.
 
 Any
        Option granted to an Employee of the Corporation shall become exercisable
        over a
        period of no longer than ten (10) years and no less than twenty percent (20%)
        of
        the shares covered thereby shall become exercisable annually. No Incentive
        Stock
        Option shall be exercisable, in whole or in part, prior to one (1) year from
        the
        date it is granted unless the Board shall specifically determine otherwise,
        as
        provided herein. In no event shall any Option be exercisable after the
        expiration of ten (10) years from the date it is granted, and no Incentive
        Stock
        Option granted to a Ten Percent Holder shall, by its terms, be exercisable
        after
        the expiration of ten (10) years from the date of the Option. Unless otherwise
        specified by the Board or the Committee in the resolution authorizing such
        option, the date of grant of an Option shall be deemed to be the date upon
        which
        the Board or the Committee authorizes the granting of such
        Option.
  F
            -
            35
  NETSOL
        TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  The
        number and weighted average exercise prices of options granted under the
        2003
        Plan for the year ended June 30, 2008 and 2007 are as follows:
 
 Exercise
              
              
              
              Exercise2008
              
              Price
              
              2007
              
              PriceOutstanding
                  and exercisable, beginning of year
              
              
              745,000
              
              $
              1.00
                  to $5.00
              
              
              970,000
              
              $
              1.00
                  to $5.00Granted
              
              
              20,000
              
              $
              1.60
              
              
              180,606
              
              $
              1.65Exercised
              
              
              (236,000
              )
              $
              1.70
                  to $1.98
              
              
              (355,606
              )
              $
              1.25
                  to $1.65Expired
              
              
              (50,000
              )
              $
              2.64
                  to $5.00
              
              
              (50,000
              )
              $
              2.64
                  to $5.00Outstanding
                  and exercisable, end of year
              
              
              479,000
              
              $
              1.60
                  to $5.00
              
              
              745,000
              
              $
              1.25
                  to $5.00
 
 **The
        2004 Plan**
 
 In
        March
        2005, the Company enacted an Incentive and Non-statutory Stock Option Plan
        (the
“2004 Plan”) for its employees and consultants under which a maximum of
        5,000,000 options may be granted to purchase common stock of the Company.
        A
        registration statement on form n S-8 was filed on April 7, 2006 registering
        the
        shares of common stock underlying the options in this plan. Two types of
        options
        may be granted under the Plan: (1) Incentive Stock Options (also known as
        Qualified Stock Options) which may only be issued to employees of the Company
        and whereby the exercise price of the option is not less than the fair market
        value of the common stock on the date it was reserved for issuance under
        the
        Plan; and (2) Non-statutory Stock Options which may be issued to either
        employees or consultants of the Company and whereby the exercise price of
        the
        option is less than the fair market value of the common stock on the date
        it was
        reserved for issuance under the plan. Grants of options may be made to employees
        and consultants without regard to any performance measures. All options issued
        pursuant to the Plan are nontransferable and subject to forfeiture.
 
 Any
        Option granted to an Employee of the Corporation shall become exercisable
        over a
        period of no longer than ten (10) years and no less than twenty percent (20%)
        of
        the shares covered thereby shall become exercisable annually. No Incentive
        Stock
        Option shall be exercisable, in whole or in part, prior to one (1) year from
        the
        date it is granted unless the Board shall specifically determine otherwise,
        as
        provided herein. In no event shall any Option be exercisable after the
        expiration of ten (10) years from the date it is granted, and no Incentive
        Stock
        Option granted to a Ten Percent Holder shall, by its terms, be exercisable
        after
        the expiration of ten (10) years from the date of the Option. Unless otherwise
        specified by the Board or the Committee in the resolution authorizing such
        option, the date of grant of an Option shall be deemed to be the date upon
        which
        the Board or the Committee authorizes the granting of such Option.
 
 The
        number and weighted average exercise prices of options granted under the
        2004
        Plan for the year ended June 30, 2008 and 2007 are as follows:
 
 Exercise
              
              
              
              Exercise2008
              
              Price
              
              2007
              
              PriceOutstanding
                  and exercisable, beginning of year
              
              
              3,574,363
              
              $
              1.65
                  to $3.00
              
              
              4,730,000
              
              $
              1.65
                  to $3.00Granted
              
              
              -
              
              
              -
              
              
              -
              
              
              -Exercised
              
              
              (448,938
              )
              $
              1.65
                  to $2.00
              
              
              (1,155,637
              )
              $
              1.65
                  to $1.94Expired
              
              
              (50,000
              )
              $
              1.93
                  to $2.89
              
              
              -
              
              
              -Outstanding
                  and exercisable, end of year
              
              
              3,075,425
              
              $
              1.65
                  to $3.00
              
              
              3,574,363
              
              $
              1.65
                  to $3.00
  F
            -
            36
  NETSOL
        TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  **The
        2005 Plan**
 
 In
        April
        2006, the Company enacted an Incentive and Non-statutory Stock Option Plan
        (the
“2005 Plan”) for its employees and consultants under which a maximum of
        5,000,000 options may be granted to purchase common stock of the Company.
        Two
        types of options may be granted under the Plan: (1) Incentive Stock Options
        (also known as Qualified Stock Options) which may only be issued to employees
        of
        the Company and whereby the exercise price of the option is not less than
        the
        fair market value of the common stock on the date it was reserved for issuance
        under the Plan; and (2) Non-statutory Stock Options which may be issued to
        either employees or consultants of the Company and whereby the exercise price
        of
        the option is less than the fair market value of the common stock on the
        date it
        was reserved for issuance under the plan. Grants of options may be made to
        employees and consultants without regard to any performance measures. All
        options issued pursuant to the Plan are nontransferable and subject to
        forfeiture.
 
 Any
        Option granted to an Employee of the Corporation shall become exercisable
        over a
        period of no longer than ten (10) years and no less than twenty percent (20%)
        of
        the shares covered thereby shall become exercisable annually. No Incentive
        Stock
        Option shall be exercisable, in whole or in part, prior to one (1) year from
        the
        date it is granted unless the Board shall specifically determine otherwise,
        as
        provided herein. In no event shall any Option be exercisable after the
        expiration of ten (10) years from the date it is granted, and no Incentive
        Stock
        Option granted to a Ten Percent Holder shall, by its terms, be exercisable
        after
        the expiration of ten (10) years from the date of the Option. Unless otherwise
        specified by the Board or the Committee in the resolution authorizing such
        option, the date of grant of an Option shall be deemed to be the date upon
        which
        the Board or the Committee authorizes the granting of such Option.
 
 The
        number and weighted average exercise prices of options granted under the
        2005
        Plan for the year ended June 30, 2008 and 2007 are as follows:
  Exercise
              
              
              
              Exercise2008
              
              Price
              
              2007
              
              PriceOutstanding
                  and exercisable, beginning of year
              
              
              1,780,000
              
              $
              1.70
                  to $2.55
              
              
              1,780,000
              
              $
              1.70
                  to $2.55Granted
              
              
              -
              
              
              -
              
              
              -
              
              
              -Exercised
              
              
              (110,000
              )
              $
              1.70
                  to $2.55
              
              
              -
              
              
              -Expired
              
              
              (50,000
              )
              $
              1.83
                  to $2.50
              
              
              -
              
              
              -Outstanding
                  and exercisable, end of year
              
              
              1,620,000
              
              $
              1.70
                  to $2.50
              
              
              1,780,000
              
              $
              1.70
                  to $2.55
 
 **2008
        EQUITY INCENTIVE PLAN**
 
 In
        May
        2008, the shareholders approved the 2008 Equity Incentive Plan (the “2008 Plan”)
        which provides for the grant of equity-based awards, including options, stock
        appreciation rights, restricted stock awards or performance share awards
        or any
        other right or interest relating to shares or cash, to eligible participants.
        The aggregate number of shares reserved and available for award under the
        2008
        Plan is 1,000,000 (the Share Reserve). The 2008 Plan contemplates the issuance
        of common stock upon exercise of options or other awards granted to eligible
        persons under the 2008 Plan. Shares issued under the 2008 Plan may be both
        authorized and unissued shares or previously issued shares acquired by the
        Company. Upon termination or expiration of an unexercised option, stock
        appreciation right or other stock-based award under the 2008 Plan, in whole
        or
        in part, the number of shares of common stock subject to such award again
        become
        available for grant under the 2008 Plan. Any shares of restricted stock
        forfeited as described below will become available for grant. The maximum
        number
        of shares that may be granted to any one participant in any calendar year
        may
        not exceed 500,000 shares. All
        options issued pursuant to the Plan are nontransferable and subject to
        forfeiture.
  F
            -
            37
 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 *a)*
              *Stock
                  Options.*Options
                  granted under the 2008 Plan are not generally transferable and
                  must be
                  exercised within 10 years, subject to earlier termination upon
                  termination of the option holder's employment, but in no event
                  later than
                  the expiration of the option's term. The exercise price of each
                  option may
                  not be less than the fair market value of a share of the Company’s common
                  stock on the date of grant (except in connection with the assumption
                  or
                  substitution for another option in a manner qualifying under
                  Section 424(a) of the Internal Revenue Code of 1986, as amended (the
                  Code). Incentive stock options granted to any participant who owns
                  10% or
                  more of the Company’s outstanding common stock (a Ten Percent
                  Shareholder) must have an exercise price equal to or exceeding
                  110% of the
                  fair market value of a share of our common stock on the date of
                  the grant
                  and must not be exercisable for longer than five years.  Options
                  become vested and exercisable at such times or upon such events
                  and
                  subject to such terms, conditions, performance criteria or restrictions
                  as
                  specified by the Committee. The maximum term of any option granted
                  under
                  the 2008 Plan is ten years, provided that an incentive stock option
                  granted to a Ten Percent Shareholder must have a term not exceeding
                  five
                  years.
 *b)*
              *Performance
                  Awards.*Under
                  the 2008 Plan, a participant may also be awarded a "performance
                  award,"
                  which means that the participant may receive cash, stock or other
                  awards
                  contingent upon achieving performance goals established by the
                  Committee.
                  The Committee may also make "deferred share" awards, which entitle
                  the
                  participant to receive our stock in the future for services performed
                  between the date of the award and the date the participant may
                  receive the
                  stock. The vesting of deferred share awards may be based on performance
                  criteria and/or continued service with our Company. A participant
                  who is
                  granted a "stock appreciation right" under the Plan has the right
                  to
                  receive all or a percentage of the fair market value of a share
                  of stock
                  on the date of exercise of the stock appreciation right minus the
                  grant
                  price of the stock appreciation right determined by the Committee
                  (but in
                  no event less than the fair market value of the stock on the date
                  of
                  grant). Finally, the Committee may make "restricted stock" awards
                  under
                  the 2008 Plan, which are subject to such terms and conditions as
                  the
                  Committee determines and as are set forth in the award agreement
                  related
                  to the restricted stock.
 
 As
        of
        June 30, 2008, no options or other awards have been made under this
        plan.
 
 **NOTE
        14 – COMMITMENTS AND CONTINGENCIES**
 
 **Leases**
 
 The
        Company’s headquarters
        is located in California in approximately 1,919 rentable square feet and
        a
        monthly rent of $4,754 per month. The term of the lease is for two years
        and
        expires on December 31, 2009. A security deposit of $4,790 was made and is
        included in other current assets in the accompanying consolidated financial
        statements.
 
 The
        Australia lease is a month to month lease and is rented at the rate of $1,380
        per month. The Beijing lease is a two year lease that expires in August 2009.
        The monthly rent is $4,315 per month. The Bangkok lease is a one year lease
        with
        monthly rent of $752. The NetSol Europe facilities, located in Horsham, United
        Kingdom, are leased until June 23, 2011 for an annual rent of £75,000
        (approximately $150,330). NTNA recently relocated to the Emeryville, California
        location. The Emeryville lease is a ten year lease with monthly rent of $77,880.
        NTNA’s former Burlingame, California, premises are leased until June 30, 2009
        with a monthly rent of $16,178. NTNA is actively seeking to sublet the
        Burlingame, California premises.
 
 The
        NetSol Karachi lease is a 3 year lease that expires on December 4, 2008 and
        currently is rented at the rate of $1,726 per month. The NetSol Islamabad
        lease
        is a 15 year lease that expires on August 31, 2016 and currently is rented
        at
        the rate of $1,417 per month. The NetSol Rawalpindi lease is a 1 year lease
        that
        expires in January 2009 and currently is rented at the rate of $850 per
        month.
  F
            -
            38
 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 Upon
        expiration of its leases, the Company does not anticipate any difficulty
        in
        obtaining renewals or alternative space. Rent
        expense amounted to $807,835 and $804,295 for the years ended June 30, 2008
        and
        2007, respectively.
 
 The
        total
        annual lease commitment for the next five years is as follows:
 
 FYE
                  2009
              
              $
              1,339,914FYE
                  2010
              
              $
              1,122,606FYE
                  2011
              
              $
              1,122,606FYE
                  2012
              
              $
              951,564FYE
                  2013
              
              $
              951,564
 
 *Lahore
        Technology Campus*
 
 In
        May
        2004, the newly built Technology Campus was inaugurated in Lahore, Pakistan.
        This facility consists of 50,000 square feet of computer and general office
        space. This facility is state of the art, purpose-built and fully dedicated
        for
        IT and software development; the first of its kind in Pakistan. Title to
        this
        facility is held by NetSol Technologies Ltd. and is not subject to any
        mortgages. In order to cater for future business expansion and taking advantage
        of depressing real estate market, the company purchased two new cottages
        adjacent to its main building. Total covered area of these cottages is 4,900
        sq
        feet and it cost was $250,000 approx. The management has moved its accounts,
        finance, internal audit, company secretariat and costing and budgeting
        department into these cottages. For the recreation of its valuable human
        resources, the management has also established a gymnasium there.
 
 NetSol
        PK
        has outgrown its current facility and has looked to other sources to house
        its
        growing numbers of employees. During the year ended June 30, 2007, the owner
        of
        the adjacent land agreed to build an office to the Company’s specifications and
        the Company agreed to help pay for the development of the land in exchange
        for
        discounted rent for the next three years. In addition, NetSol PK has begun
        work
        on building a new building behind the current one. The enhancement of
        infra-structure is necessary to meet the company’s growth in local and
        international business.
 
 **Employment
        Agreements**
 
 Effective
        January 1, 2007 and amended on January 1, 2008, the Company entered into
        an
        Employment Agreement with the Chief Executive Officer. Pursuant to the
        Employment Agreement between the CEO and the Company (the "CEO Agreement"),
        the
        Company agreed to employ him as its Chief Executive Officer from the date
        of the
        CEO Agreement through December 31, 2009. Under the CEO Agreement, the CEO
        is
        entitled to an annualized base salary of $300,000 and is eligible for annual
        bonuses at the discretion of the Compensation Committee. The Company retained
        the right to
        increase the base compensation as it deems necessary. In addition, the CEO
        is
        entitled to participate in the Company's stock option plans, is entitled
        to two
        weeks of paid vacation per calendar year and is to receive a car allowance
        totaling $3,000 per month for the term of the CEO Agreement. Finally, during
        the
        term of the CEO Agreement, the Company shall pay the amount of premiums or
        other
        costs incurred for the coverage of the CEO, his spouse and dependent family
        members under the Company's health and related benefit plans.
  F
            -
            39
 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 Effective
        January 1, 2007 and amended on January 1, 2008, the Company entered into
        an
        Employment Agreement with the President of the EMEA Region and Chief Executive
        Officer of the Global Products Division. Pursuant to the Employment Agreement
        between him and the Company (the "President EMEA Agreement"), the Company
        agreed
        to employ him as its President of the EMEA region and Chief Executive Officer
        of
        the Global Products Division from the date of the President EMEA Agreement
        through December 31, 2009. Under the President EMEA Agreement, he is entitled
        to
        an annualized base salary of £122,000 or approximately $245,000 and is eligible
        for annual bonuses at the discretion of the Compensation Committee. The Company
        retained the right to increase the base compensation as it deems necessary.
        In
        addition, he is entitled to participate in the Company's stock option plans,
        is
        entitled to two weeks of paid vacation per calendar year and is to receive
        a car
        allowance totaling $2,000 per month for the term of the President EMEA
        Agreement. Finally, during the term of the President EMEA Agreement, the
        Company
        shall pay the amount of premiums or other costs incurred for the coverage
        of
        him, his spouse and dependent family members under the Company's health and
        related benefit plans.
 
 Effective
        January 1, 2007 and amended on January 1, 2008, the Company entered into
        an
        Employment Agreement with our President of the APAC Region and Chief Executive
        Officer of the Global Services Division. Pursuant to the Employment Agreement
        between him and the Company (the "President APAC Agreement"), the Company
        agreed
        to employ him as its President APAC and Chief Executive Officer of the Global
        Services Division from the date of the President APAC Agreement through December
        31, 2009. Under the President APAC Agreement, he is entitled to an annualized
        base salary of $225,000 and is eligible for annual bonuses at the discretion
        of
        the Compensation Committee. The Company retained the right to increase the
        base
        compensation as it deems necessary. In addition, he is entitled to participate
        in the Company's stock option plans, is entitled to two weeks of paid vacation
        per calendar year. Finally, during the term of the President APAC Agreement,
        the
        Company shall pay the amount of premiums or other costs incurred for the
        coverage of him, his spouse and dependent family members under the Company's
        health and related benefit plans.
 
 Effective
        May 1, 2006, the Company entered into an Employment Agreement with our Secretary
        and General Counsel. Pursuant to the Employment Agreement between her and
        the
        Company (the "General Counsel Agreement"), the Company agreed to employ her
        as
        its Secretary and General Counsel from the date of the General Counsel Agreement
        through April 30, 2008. Under the General Counsel Agreement, she was entitled
        to
        an annualized base salary of $110,000 and is eligible for annual bonuses
        at the
        discretion of the Chief Executive Officer. Effective August 1, 2007, Ms.
        her
        annualized salary was raised to $130,000. The Company retained the right
        to
        increase the base compensation as it deems necessary. In addition, she is
        entitled to participate in the Company's stock option plans and, is entitled
        to
        two weeks of paid vacation per calendar year. Finally, during the term of
        the
        General Counsel Agreement, the Company shall pay the amount of premiums or
        other
        costs incurred for the coverage of her, her spouse and dependent family members
        under the Company's health and related benefit plans.
 
 Effective
        July 20, 2005, we entered into an employment agreement with the Chief Financial
        Officer. The agreement was amended effective May 1, 2006 to provide a yearly
        salary of $95,000. Effective August 1, 2007, her annualized salary was raised
        to
        $132,000 and is eligible for annual bonuses at the discretion of the Chief
        Executive Officer. The Company retained the right to increase the base
        compensation as it deems necessary. In addition,
        she is entitled to participate in the Company's stock option plans and, is
        entitled to two weeks of paid vacation per calendar year. Finally, during
        the
        term of the Chief Financial Officer Agreement, the Company shall pay the
        amount
        of premiums or other costs incurred for the coverage of her and her dependent
        family members under the Company's health and related benefit
        plans.
 
 The
        agreements also provide for reimbursement of reasonable business-related
        expenses. The agreements also provide for certain covenants concerning
        non-competition, non-disclosure, indemnity and assignment of intellectual
        property rights.
  F
            -
            40
 
 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 **Litigation**
 
 As
        of
        June 30, 2008 and 2007, to the best knowledge of the Company’s management and
        counsel, there is no material litigation pending or threatened against the
        Company.
 
 **NOTE
        15 – SEGMENT AND GEOGRAPHIC AREAS**
 
 The
        Company has identified three global regions or segments for its products
        and
        services; North America, Europe, and Asia-Pacific. Our reportable segments
        are
        business units located in different global regions. Each business unit provides
        similar products and services; license fees for leasing and asset-based
        software, related maintenance fees, and implementation and IT consulting
        services. Separate management of each segment is required because each business
        unit is subject to different operational issues and strategies due to their
        particular regional location. We account for intercompany sales and expenses
        as
        if the sales or expenses were to third parties and eliminate them in the
        consolidation.
 
 The
        following table presents a summary of operating information and certain year-end
        balance sheet information for the years ended June 30, 2008 and 2007:
  F
            -
            41
 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 2008
              
              2007Revenues
                  from unaffiliated customers:North
                  America
              
              $
              3,969,521
              
              $
              4,953,083Europe
              
              
              7,676,225
              
              
              5,482,972Asia
                  - Pacific
              
              
              24,996,429
              
              
              18,846,031Consolidated
              
              $
              36,642,175
              
              $
              29,282,086Operating
                  income (loss):Corporate
                  headquarters
              
              $
              (3,845,756
              )
              $
              (3,358,739
              )North
                  America
              
              
              (932,008
              )
              
              29,257Europe
              
              
              1,838,541
              
              
              (704,530
              )Asia
                  - Pacific
              
              
              10,148,442
              
              
              6,680,880Consolidated
              
              $
              7,209,219
              
              $
              2,646,868Net
                  income (loss) before minority adjustment:Corporate
                  headquarters
              
              $
              (2,784,659
              )
              $
              (8,474,143
              )North
                  America
              
              
              (910,833
              )
              
              38,510Europe
              
              
              1,767,712
              
              
              (832,294
              )Asia
                  - Pacific
              
              
              11,958,119
              
              
              6,325,955Consolidated
              
              $
              10,030,339
              
              $
              (2,941,972
              )Identifiable
                  assets:Corporate
                  headquarters
              
              $
              16,566,612
              
              $
              13,263,112North
                  America
              
              
              1,920,508
              
              
              2,070,829Europe
              
              
              6,233,480
              
              
              4,833,181Asia
                  - Pacific
              
              
              39,056,094
              
              
              29,362,020Consolidated
              
              $
              63,776,694
              
              $
              49,529,142Depreciation
                  and amortization:Corporate
                  headquarters
              
              $
              1,402,219
              
              $
              1,406,989North
                  America
              
              
              214,777
              
              
              131,848Europe
              
              
              301,505
              
              
              268,795Asia
                  - Pacific
              
              
              1,419,455
              
              
              833,638Consolidated
              
              $
              3,337,956
              
              $
              2,641,270Capital
                  expenditures:Corporate
                  headquarters
              
              $
              4,189
              
              $
              3,986North
                  America
              
              
              70,443
              
              
              20,821Europe
              
              
              56,155
              
              
              249,690Asia
                  - Pacific
              
              
              4,304,968
              
              
              2,145,974Consolidated
              
              $
              4,435,755
              
              $
              2,420,471
  F
            -
            42
  NETSOL
        TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  Net
        revenues by our various products and services provided are as
        follows:
 
 For
                  the YearsEnded
                  June 30,2008
              
              2007Licensing
                  Fees
              
              $
              12,685,039
              
              $
              9,788,266Maintenance
                  Fees
              
              
              6,306,321
              
              
              5,441,339Services
              
              
              17,650,815
              
              
              14,052,481Total
              
              $
              36,642,175
              
              $
              29,282,086
 
 **NOTE
        16 – MINORITY INTEREST IN SUBSIDIARY**
 
 The
        Company had minority interests in several of its subsidiaries. The balance
        of
        the minority interest as of June 30, 2008 was as follows:
 
 SUBSIDIARY
              
              MIN
                  INT %
              
              MIN
                  INT
                BALANCE
                  AT
                6/30/08Netsol
                  PK
              
              
              39.11
              %
              $
              5,122,459NetSol-TiG
              
              
              49.90
              %
              
              1,505,854Connect
              
              
              49.90
              %
              
              238,201Total
              
              
              
              
              $
              6,866,514
 
 NetSol
        Technologies, Limited (“NetSol PK”)
 
 In
        August
        2005, the Company’s wholly-owned subsidiary, NetSol
        Technologies (Pvt), Ltd. (“NetSol PK”) became listed on the Karachi Stock
        Exchange in Pakistan. The Initial Public Offering (“IPO”) sold 9,982,000 shares
        of the subsidiary to the public thus reducing the Company’s ownership by 28.13%.
        During the quarter ended September 30, 2007, the Company was notified by
        an
        affiliate party that they had sold their shares; therefore, the adjusted
        minority ownership was increased to 37.21%. Net proceeds of the IPO were
        $4,890,224. As a result of the IPO, the Company is required to show the minority
        interest of the subsidiary on the accompanying consolidated financial
        statements.
 
 For
        the
        fiscal years ended June 30, 2008 and 2007, the subsidiary had net income
        of
        $9,842,805 and $4,747,590, of which $2,721,439 and $1,375,247, respectively,
        was
        recorded against the minority interest. The balance of the minority interest
        at
        June 30, 2008 was $5,122,459.
 
 On
        May 18
        2007, the subsidiary’s board of directors authorized a 15% stock bonus dividend
        to all its stockholders as of that date. The net value of shares issued to
        minority holders was $345,415.
 
 On
        October 19, 2007, the subsidiary’s board of directors authorized a 22% stock
        bonus dividend to all its stockholders as of that date. The net value of
        shares
        issued to minority holders was $545,359.
  F
            -
            43
  NETSOL
        TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
  On
        April
        11, 2008, the subsidiary’s board of directors authorized a 20% stock bonus
        dividend to all its stockholders as of that date. The net value of shares
        issued
        to minority holders was $615,335.
 
 In
        February 2008, the Company sold 948,100 shares of its ownership in NetSol
        PK on
        the open market with a value of $1,765,615. A net gain of $1,240,808 was
        recorded as “Other Income” on these consolidated financial statements. As a
        result of the sale, the
        Company’s ownership in the subsidiary decreased from 62.79% to 60.89% and
        the minority interest percentage increased 1.9% to 39.11%.
 
 NetSol-Innovation:
 
 In
        December 2004, NetSol forged a new and a strategic relationship with a UK
        based
        public company TIG Plc. A new Joint Venture was signed by the two companies
        to
        create a new company, TiG NetSol Pvt Ltd., during the current year the name
        was
        changed to NetSol-Innovation (Private) Limited, (“NetSol-Innovation”), with
        50.1% ownership by NetSol Technologies, Inc. and 49.9% ownership by TiG.
        The
        agreement anticipates TiG’s technology business to be outsourced to NetSol’s
        offshore development facility.
 
 During
        year ended June 30, 2005, the Company invested $253,635 and TiG invested
        $251,626 and the new subsidiary began operations during the quarter ended
        March
        31, 2005.
 
 For
        the
        fiscal years ended June 30, 2008 and 2007, the subsidiary had net income
        of
        $2,133,301 and $1,401,444, of which $92,006 after considering cash dividends
        of
        $1,651,522, and $596,802 was recorded against the minority interest,
        respectively. The balance of the minority interest at June 30, 2008 was
        $1,505,854.
 
 On
        September 26, 2007, the subsidiary’s board of directors authorized a cash
        dividend of 100,000,000 Pakistan Rupees (“pkr”) or approximately $1,651,522. Of
        this amount, the Company received 50,520,000 pkr or approximately $834,349
        which
        has been invested in NetSol PK. The net value to the minority holders is
        approximately $817,173 and is reflected on these consolidated financial
        statements.
 
 NetSol
        Connect:
 
 In
        August
        2003, the Company entered into an agreement with United Kingdom based Akhter
        Group PLC (“Akhter”). Under the terms of the agreement, Akhter Group acquired
        49.9 percent of the Company’s subsidiary; Pakistan based NetSol Connect Pvt Ltd.
        (“Connect”), an Internet service provider (“ISP”), in Pakistan through the
        issuance of additional Connect shares. As part of this Agreement, Connect
        changed its name to NetSol Akhter. The partnership with Akhter Computers
        is
        designed to rollout connectivity and wireless services to the Pakistani national
        market.
 
 As
        of
        June 30, 2005, a total of $751,356 had been transferred to Connect, of which
        $410,781 was from Akhter. In June 2006, a total of $40,000 cash was distributed
        to each partner as a return of capital. In addition during the year ended
        June
        30, 2008, and addition $20,000 of cash was distributed to Akhter as a return
        of
        capital.
 
 For
        the
        fiscal years ended June 30, 2008 and 2007, the subsidiary had net loss of
        $8,765
        and $57,117, respectively, of which ($4,374) and ($28,501) respectively,
        was
        recorded against the minority interest. The balance of the minority interest
        at
        June 30, 2008 was $238,201.
  F
            -
            44
 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 Talk
        Trainers (Private) Limited (“Talk Trainers”) – NetSol Omni
 
 In
        February 2006, the Company purchased for $60,012 50.1% of the outstanding
        shares
        in Talk Trainers (Private) Limited, (“Talk Trainers”), a Pakistan corporation
        which provides educational services, professional courses, training and human
        resource services to the corporate sector. The major stockholder of Talk
        Trainers was Mr. Ayub Ghauri, brother to the executive officers of the Company,
        and therefore the acquisition was recorded at historical cost as the entities
        are under common control. As the effects of this transaction are immaterial
        to
        the Company overall, no pro forma information is provided. During the quarter
        ended June 30, 2006, Talk Trainers changed their name to NetSol
        Omni.
 
 In
        December 2007, the Company purchased the remaining 49.9% of the outstanding
        shares from the minority shareholders with a historical value of $12,399
        for
        25,000 shares of the Company’s common stock valued at $76,750 (see note 12).
        Also in December, the operations of the subsidiary were merged into the
        operations of NetSol PK and will be reported under that subsidiary in the
        future.
 
 For
        the
        fiscal years ended June 30, 2008 and 2007, the subsidiary had a net loss
        of
        $10,224 and $71,298, of which ($781) and ($7,959) was recorded against the
        minority interest. The balance of the minority interest at June 30, 2008
        was
        $0.
 
 **NOTE
        17 – ACQUISITION OF McCUE SYSTEMS (now NetSol Technologies North
        America)**
 
 On
        May 6,
        2006, the Company entered into an agreement to acquire 100% of the issued
        and
        outstanding stock of with McCue Systems, Inc. (“McCue”), a California
        corporation. The acquisition closed on June 30, 2006.
 
 According
        to the terms of the Share Purchase Agreement, the Company acquired 100% of
        the
        issued and outstanding shares of McCue from McCue’s current shareholders, whose
        identity is set forth in the Share Purchase Agreement (the “McCue Shareholders”)
        at the completion date in exchange for a purchase price consisting of: a)
        50% of
        McCue’s total gross revenue for the audited twelve month period ending December
        31, 2005 after an adjustment for any revenue occurring outside of the company’s
        ordinary scope of operations as defined by US GAAP multiplied by 1.5 payable:
        (i) 50% in shares of restricted common stock of the Company at the 30 day
        volume
        weighted average price (“VWAP) for each of the 30 trading days prior to the
        execution date of this agreement or at the VWAP for each of the 30 trading
        days
        prior to November 30, 2005 whichever is the greater VWAP; and, (ii) 50% in
        cash;
        b) 25% of McCue’s total gross revenue for the twelve months ending December 31,
        2006 multiplied by 1.5 payable, at the Company’s discretion: (i) wholly in cash;
        or (ii) on the same basis and on the same terms as the initial payment provided
        that under no circumstances shall the total number of shares of common stock
        issued to the McCue Shareholders exceed 19% of the issued and outstanding
        shares
        of common stock, less treasury shares, of the Company at May 6, 2006; and
        c) 25%
        of McCue’s total gross revenue for the twelve months ending December 31, 2007
        multiplied by 1.5 payable, at the Company’s discretion: (i) wholly in cash; or
        (ii) on the same basis and on the same terms as the initial payment provided
        that under no circumstances shall the total number of shares of common stock
        issued to the McCue Shareholders exceed 19% of the issued and outstanding
        shares
        of common stock, less treasury shares, of the Company at May 6,
        2006.
  The
        initial purchase price was estimated at $8,471,455 of which one-half was
        due at
        closing payable in cash and stock. The other half is due in two installments
        over the next two years based on revenues after the audited December 31,
        2006
        and 2007 financial statements are completed. On the closing date, $2,117,864
        payable and 958,213 shares to be issued valued at $1,628,979, adjusted for
        the
        market value at closing, was recorded. The cash was paid on July 5, 2006
        and the
        shares were also issued in July 2006. The total amount recorded at closing
        was
        $3,746,843.
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            -
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 NETSOL
          TECHNOLOGIES INC AND SUBSIDIARIES
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 The
        purchase price was allocated as follows:
 
 ***Purchase
                  Price Allocation:***Purchase
                  Price
              
              $
              8,471,455Less
                  contingent consideration
              
              
              (4,235,727
              )Adjustment
                  for valuation of shares to market at closing
              
              
              (488,885
              )Net
                  purchase price
              
              $
              3,746,843Net
                  tangible assets
              
              $
              80,245*Intangible
                  Assets:*Product
                  License
              
              
              127,510Customer
                  Lists
              
              
              2,143,837Goodwill
              
              
              1,395,251Net
                  purchase price
              
              $
              3,746,843
 
 In
        June
        2007, the second installment for the purchase of McCue Systems was determined
        based on the audited revenues for the twelve month period ending December
        31,
        2006. Based on the earn-out formula in the purchase agreement, $1,807,910
        was
        due in cash and stock. On June 27, 2007, 397,700 shares of the 408,988 shares
        due of the Company’s restricted common stock were issued to the shareholders of
        McCue Systems. The balance represents shareholders of McCue Systems that
        haven’t
        been located as of this date. In July and August 2007, $450,000 and $429,007
        of
        the cash portion was paid to the shareholders. As a result of the second
        payment
        the Company recorded an addition of $1,615,595 to goodwill.
 
 In
        June
        2008, the third and final installment for the purchase of McCue Systems was
        determined based on the audited revenues for the twelve month period ending
        December 31, 2007. Based on the earn-out formula in the purchase agreement,
        $1,525,632 was due in cash and stock, of which $762,816 is due in cash and
        345,131 shares were due. On July 3, 2008, 335,604 shares of the 345,131 shares
        due of the Company’s restricted common stock were issued to the shareholders of
        McCue Systems. The balance represents shareholders of McCue Systems that
        haven’t
        been located as of this date. In July and August 2008, $737,868 of the cash
        portion was paid to the shareholders. As a result of the final payment the
        Company recorded an addition of $1,653,254 to goodwill.
 
 **NOTE
        18 – SUBSEQUENT EVENTS**
 
 On
        July
        3, 2008, 335,604 shares of the 345,131 shares due of the Company’s restricted
        common stock were issued to the shareholders of McCue Systems. In addition,
        in
        July and August 2008, $737,868 of the cash balance due to the shareholders
        was
        paid.
 
 On
        July
        3, 2008, 13,107 shares valued at $33,508 of the Company’s common stock was
        issued as payment of the dividend due to the Preferred
        Shareholders.
 
 In
        July
        2008, three officers of the Company exercised 98,358 option shares valued
        at
        $179,738 against amounts owing to them.
 
 On
        July
        23, 2008, the Company entered into a Convertible Note with two investors
        with a
        total value of $6,000,000. The note has an interest rate of 7% per annum
        and is
        convertible into common shares at a conversion rate of $3.00 per share. The
        fair
        market value of the shares at the date of signing was $2.90; therefore, no
        beneficial conversion feature expense is to be recorded on the
        transaction.
 
 In
        August
        2008, a warrant holder exercised 51,515 warrants valued at $99,424.
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