**AMENDMENT
        TO EMPLOYMENT AGREEMENT**
 
 This
        Amendment (“Amendment”) to the Employment Agreement by and between NetSol
        Technologies, Inc. (“Netsol” or the “Company”) and Naeem Ghauri (“Executive”),
        dated January 1, 2007 (the “Employment Agreement”) is made effective as of
        January 1, 2008. Other than the specific amendments enumerated in the Amendment,
        all of the terms of the Employment Agreement shall remain in the full force
        and
        effect, and shall not be obviated or affected by this Amendment.
 
 In
        the
        event of a conflict between the terms of this Amendment and the Employment
        Agreement, the terms of this Amendment shall govern. All capitalized terms
        contained herein are, unless otherwise stated, as defined in the
        Agreement.
 
 Now
        therefore, for good and valuable consideration, the sufficiency of which
        is
        hereby acknowledged, the parties agree as follows:
 
 Section
        1.1 of the Employment Agreement is modified to read:
 
 1.1  The
        Company hereby enters into this Agreement with Executive, and Executive hereby
        accepts employment under the terms and conditions set forth in this Agreement
        for a period of three years thereafter (the “Employment Period”); provided,
        however, that the Employment Period may be terminated earlier as provided
        herein. The Employment Period shall be automatically extended for additional
        three-year periods unless either party notifies the other in writing six
        months
        before the end of the term to elect not to so extend the Employment Period.
 
 Section
        3.1 of the Employment Agreement is modified to read:
 
 3.1  The
        Company shall pay Executive a base salary of One Hundred Twenty-Two Thousand
        British Pounds Sterling (£122,000) per year (the "Base Salary"), payable in
        accordance with the Company policy. Such salary shall be pro rated for any
        partial year of employment on the basis of a 365-day fiscal year. Executive
        will
        be eligible for bonuses from time to time as determined by the
        Board.
 
 A
        new
        section 3.8 shall be added to read as follows:
 
 3.8
        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.
  
  A
        new
        section 3.9 shall be added to read as follows:
 
 3.9
        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
        Amendment is agreed entered into on February 11, 2008 and shall become effective
        as of the date first written above.
   Employee


By:
              /s/
                  Naeem
                  GhauriNaeem
                    GhauriNetSol
                  Technologies, Inc.By:
              /s/
                  Tina Gilger
              
              By:
              /s/
                  Patti L. W. McGlassonTina
                  Gilger
              
              
              Patti
                  L. W. McGlassonChief
                  Executive Officer
              
              
              Secretary