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


As
Adopted Pursuant to


Section
302 of the Sarbanes-Oxley Act of 2002





I,
Boo-Ali Siddiqui, certify that:





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





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





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





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





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





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





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





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





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





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





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





Date:  September
      9, 2010
            /s/ Boo-Ali SiddiquiBoo-Ali
      SiddiquiChief
      Financial Officer