EMPLOYMENT
        AGREEMENT
  This
        EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of January 1,
        2007 (the “Effective Date”), by and between NetSol Technologies, Inc., a Nevada
        corporation (the “Company”) and Najeeb Ghauri, an individual (“Executive”).
 
 BACKGROUND
 
 A.  The
        Company desires assurance of the association and services of Executive in
        order
        to retain Executive’s experience, skills, abilities, background and knowledge,
        and is willing to engage Executive’s services on the terms and conditions set
        forth in this Agreement.
 
 B.  Executive
        desires to be in the employ of the Company, and is willing to accept such
        employment on the terms and conditions set forth in this Agreement.
 
 AGREEMENT
 
 In
        consideration of the foregoing recitals and the mutual promises and covenants
        herein contained, and for other good and valuable consideration, the parties,
        intending to be legally bound, agree as follows:
 
 1. EMPLOYMENT.
 
 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 pursuant as
        provided herein. The Employment Period shall be automatically extended for
        additional one-year periods unless either party notifies the other in writing
        six months before the end of the anniversary year to elect not to so extend
        the
        Employment Period.
 
 1.2  Executive
        shall serve as Chief Executive Officer (“CEO”) of the Company. It is hereby
        contemplated that the Executive will have a seat on and act as Chairman of
        the
        Board of Directors.
 
 1.3  Executive
        shall perform all services, acts or things necessary or advisable to manage
        and
        conduct the business of the Company and which are normally associated with
        the
        position of CEO and consistent with the bylaws of the Company.
 
 1.4  The
        employment relationship between the parties shall be governed by the policies
        and practices established by the Company, except that when the terms of this
        Agreement differ from or are in conflict with the Company’s policies or
        practices, this Agreement shall control.
 
 1.5  Unless
        the parties otherwise agree in writing, during the term of this Agreement,
        Executive shall perform the services he is required to perform pursuant to
        this
        Agreement at the Company’s offices, located at its present or future locations
        in the United States; provided, further, that the Company may from time to
        time
        require Executive to travel temporarily to other locations in connection
        with
        the Company’s business and in accordance with the Company’s standard policies
        regarding travel for executive and senior management employees.
 
 2. LOYAL
        AND
        CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.
 
 2.1  During
        the Employment Period, Executive shall devote substantially all his business
        energies, interest, abilities and productive time to the proper and efficient
        performance of his duties under this Agreement. The foregoing shall not preclude
        Executive from engaging in civic, charitable or religious activities, or
        from
        serving on boards of directors of companies or organizations which will not
        present any direct conflict with the interest of the Company or affect the
        performance of Executive’s duties hereunder.
  
 
 2.2  Except
        with the prior written consent of the Company’s Board of Directors (“Board”),
        Executive will comply with all the restrictions set forth below at all times
        during his employment and for a period of eighteen months after the termination
        of his employment:
 
 2.2.1
        Executive will not, either individually or in conjunction with any person,
        as
        principal, agent, director, officer, employee or in any other manner whatsoever,
        directly or indirectly engage in or become financially interested in any
        competitive business within North America, except as a passive investor holding
        not more than one percent of the publicly traded stock of a corporation in
        which
        Executive is not involved in management;
 
 2.2.2
        Executive will not, either directly or indirectly, on his own behalf of on
        behalf of others, solicit, divert or appropriate or attempt to solicit, divert
        or appropriate to any competitive business, any business or actively sought
        prospective business of the Company or any customers with whom the Company
        or
        any affiliate of the Company has current agreements relating to the business
        of
        the Company, or with whom Executive has dealt, or with whom Executive has
        supervised negotiations or business relations, or about whom Executive has
        acquired confidential information in the course of Executive’s
        employment;
 
 2.2.3
        Executive will not, either directly or indirectly, on Executive’s behalf or on
        behalf of others, solicit, divert or hire away, or attempt to solicit, divert,
        or hire away, any independent contractor or any person employed by the Company
        or any affiliate of the Company or persuade or attempt to persuade any such
        individual to terminate his or her employment with the Company;
        and,
 
 2.2.4
        Executive will not directly or indirectly impair or seek to impair the
        reputation of the Company or any affiliate of the Company, nor any relationship
        that the Company or any affiliate of the Company has with its employees,
        customers, suppliers, agents or other parties with which the Company or any
        other affiliate of the Company does business or has contractual relation;
        and,
 
 2.2.5
        Executive will not receive or accept for his own benefit, either directly
        or
        indirectly, any commission, rebate, discount, gratuity or profit from any
        person
        having or proposing to have one or more business transactions with the Company
        or any affiliate of the Company, without the prior approval of the Board,
        which
        may be withheld; and,
 
 2.2.6
        Executive will, during the term of this employment with the Company, communicate
        and channel to the Company all knowledge, business and customer contacts
        and any
        other information that could concern or be in any way beneficial to the business
        of the Company. Any such information communicated to the Company as aforesaid
        will be and remain the property of the Company notwithstanding any subsequent
        termination of Executive’s employment.
 
 3. COMPENSATION
        OF EXECUTIVE.
 
 3.1  The
        Company shall pay Executive a base salary of Two Hundred Seventy Five Thousand
        Dollars ($275,000) 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 shall receive
        a car
        allowance of Three Thousand Dollars ($3,000) per month. Executive will be
        eligible for bonuses from time to time as determined by the Board.
 
 3.2  Executive’s
        Base Salary and other compensation may be changed from time to time by mutual
        agreement of Executive and the Board.
 
 3.3  All
        of
        Executive’s compensation shall be subject to customary withholding taxes and any
        other employment taxes applicable to Executive’s jurisdiction of employment as
        are commonly required to be collected or withheld by the Company.
  
 
 3.4  During
        the Employment Period, the Company agrees to reimburse Executive for all
        reasonable and necessary business expenses subject to the Company’s standard
        requirements with respect to reporting and documentation of such expenses.
 
 3.5  Executive
        shall, in accordance with the Company policy and the terms of the applicable
        plan documents, be eligible to participate in benefits under any Executive
        benefit plan or arrangement which may be in effect from time to time and
        made
        available to its executive or key management employees, including, as
        applicable, health and disability insurance, dental insurance, and participation
        in Employer’s 401(k) plan. The Company may modify or cancel its benefit plan(s)
        as it deems necessary.
 
 3.6  Executive
        shall cooperate with the Company and its insurers as reasonably required
        for the
        Company to acquire and keep in force key-man life insurance on
        Executive.
 
 3.7.  The
        Company and Executive shall enter into an Indemnity Agreement to provide
        indemnification of and the advancing of expenses to Executive to the fullest
        extent (whether partial or complete) permitted by law, and, to the extent
        the
        Company maintains insurance, for the coverage of Executive under the Company’s
        directors’ and officers’ liability insurance policies.
 
 4. TERMINATION.
 
 4.1  Termination
        by the Company. Executive’s employment with the Company may be terminated under
        the following conditions:
 
 4.1.1  Death
        or
        Disability. Executive’s employment with the Company shall terminate effective
        upon the date of Executive’s death or “Complete Disability” (as defined in
        Section 4.5.1).
 
 4.1.2  For
        Cause. The Company may terminate Executive’s employment under this Agreement for
“Cause” (as defined in Section 4.5.3) by delivery of written notice to Executive
        specifying the cause or causes relied upon for such termination. Any notice
        of
        termination given pursuant to this Section 4.1.2 shall effect termination
        as of
        the date specified in such notice or, in the event no such date is specified,
        on
        the last day of the month in which such notice is delivered or deemed delivered
        as provided in Section 8 below.
 
 4.1.3  Without
        Cause. The Company may terminate Executive’s employment under this Agreement at
        any time and for any reason by delivery of written notice of such termination
        to
        Executive. Any notice of termination given pursuant to this Section 4.1.3
        shall
        effect termination as of the date specified in such notice (which shall be
        no
        earlier than 30 days after such notice is given) or, in the event no such
        date
        is specified, on the last day of the month following the month in which such
        notice is delivered or deemed delivered as provided in Section 8
        below
 
 4.2  Termination
        By Executive. Executive may terminate his employment with the Company for
“Good
        Reason” (as defined below in Section 4.5.2) by (i) delivery of written notice to
        the Company specifying the “Good Reason” relied upon by Executive for such
        termination, provided that such notice is delivered within six (6) months
        following the occurrence of any event or events constituting Good Reason,
        or
        (ii) at any time during the Employment Period without Good Reason.
 
 4.3  Termination
        by Mutual Agreement of the Parties. Executive’s employment pursuant to this
        Agreement may be terminated at any time upon a mutual agreement in writing
        of
        the parties. Any such termination of employment shall have the consequences
        specified in such agreement.
 
 4.4  Compensation
        Upon Termination.
 
 4.4.1  Death
        or
        Complete Disability. If Executive’s employment shall be terminated by death or
        Complete Disability as provided in Section 4.4.1, the Company shall (i) pay
        Executive his accrued Base Salary and accrued and unused vacation benefits
        earned through the date of termination at the rate in effect at the time
        of
        termination, and (ii) continue Executive’s annual Base Salary, in effect at the
        time of termination, for a period of two (2) months after the termination
        date,
        in both cases subject to standard deductions and withholding, and the Company
        shall thereafter have no further obligations to Executive under this
        Agreement.
  
 
 4.4.2  Cause
        or
        Without Good Reason. If Executive’s employment shall be terminated by the
        Company for Cause, or if Executive terminates employment hereunder without
        Good
        Reason, the Company shall pay Executive his accrued Base Salary and accrued
        and
        unused vacation benefits earned through the date of termination at the rate
        in
        effect at the time of the notice of termination, and the Company shall
        thereafter have no further obligations to Executive under this
        Agreement.
 
 4.4.3  Without
        Cause or Good Reason. If Executive shall terminate Executive’s employment with
        the Company for Good Reason or the Company shall terminate Executive’s
        employment without Cause, or in the event Executive is terminated for any
        reason
        following a Change in Control, Executive shall be entitled to the
        following:
 
 (i)  Executive’s
        Base Salary, and accrued and unused vacation earned through the date of
        termination;
 
 (ii)  Continuation
        of Executive’s annual Base Salary, in effect at the time of termination, for a
        period of thirty-six (36) months after the termination date subject to standard
        deductions and withholding;
  (iii)  Continuation
        of Executive’s medical, disability and other benefits for a period of thirty six
        (36) months after the termination date, as if Executive had continued in
        employment during said period, or in lieu thereof, 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 (or where such continuation would adversely
        affect the tax status of the plan pursuant to which the benefit is being
        provided) under applicable law or regulation;
 
 (iv)  100%
        vesting of all of Executive’s Options, all other options granted to Executive
        and all restricted stock received upon early exercise; and,
 
 (v)  in
        the
        event such termination occurs after a Change of Control, the Company shall
        pay
        Executive: (a) a one-time payment equal to the product of 2.99 and Executive’s
        salary for the previous twelve (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.
 
 4.5  Definitions.
        As used herein, the following terms shall have the following
        meanings:
 
 4.5.1  Complete
        Disability. “Complete Disability” shall mean the inability of Executive to
        perform Executive’s duties under this Agreement because Executive has become
        permanently disabled within the meaning of any policy of disability income
        insurance covering employees of the Company then in force. In the event the
        Company has no policy of disability income insurance covering employees of
        the
        Company in force when Executive becomes disabled, the term “Complete Disability”
shall mean the inability of Executive to perform Executive’s duties under this
        Agreement by reason of any incapacity, physical or mental, which the Board,
        based upon medical advice or an opinion provided by a licensed physician
        acceptable to the Board, determines to have incapacitated Executive from
        satisfactorily performing all of Executive’s usual services for the Company for
        a period of at least 120 days. Based upon such medical advice or opinion,
        the
        determination of the Board shall be final and binding and the date such
        determination is made shall be the date of such Complete Disability for purposes
        of this Agreement.
  
  4.5.2  Good
        Reason. “Good Reason” shall be limited to the occurrence of any of the following
        events:
 
 (i)  If
        the
        Company is in material breach of any provision of this Agreement;
        or
 
 (ii)  If
        the
        Company asks Executive to perform any act which is illegal, including commission
        of any crime involving moral turpitude; or,
 
 (iii)  If
        there
        shall be a material diminution in Executive’s position, status, offices,
        authority, duties or responsibilities as set forth in the Agreement;
        or
 
 (iv)  If
        there
        shall be a relocation or transfer of Executive’s office to a location of more
        than 30 miles from Calabasas, California.
 
 4.5.3  For
        Cause. “For Cause” shall be limited to the occurrence of any of the following
        events:
 (i)  Executive’s
        engaging or in any manner participating in any activity which is directly
        competitive with or intentionally injurious to the Company or which violates
        any
        material provision of Section 6 hereof; or the use of alcohol or illegal
        drugs,
        materially interfering with the performance of Executive’s obligations under
        this Agreement, continuing after written warning;
 
 (ii)  Executive’s
        commission of any fraud against the Company or use or intentional appropriation
        for his personal use or benefit of any material funds or properties of the
        Company not authorized by the Board to be so used or appropriated;
 
 (iii)  Executive’s
        conviction of any crime involving moral turpitude; or
 
 (iv)  Executive’s
        failure or refusal to materially perform his duties and responsibilities
        set
        forth in this Agreement, if such failure or refusal is not cured within thirty
        (30) days after written notice thereof to Executive by the Company.
 
 5. CHANGE
            IN
            CONTROL.
 
 5.1  A
“Change
        of Control” shall, for purposes of this Section mean: (1) a dissolution or
        liquidation of the Company; (2) any sale or transfer of more than 25% of
        the
        total assets of the Company; (3) any merger, consolidation or other business
        reorganization in which the holders of the Company’s outstanding voting
        securities immediately prior to such transaction do not hold, immediately
        following such transaction, securities representing fifty percent (50%) or
        more
        of the combined voting power of the outstanding securities of the surviving
        entity; (4) the acquisition by any person (within the meaning of Section
        13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended
        (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3
        or any successor rule or regulation promulgated under the Exchange Act) of
        securities representing fifty percent (50%) or more of the combined voting
        power
        of the then-outstanding securities of the Company; or (5) a majority of the
        incumbent Board of Directors has been changed.
 
 5.2  If
        a
        Change In Control occurs, Executive shall be entitled to all benefits set
        forth
        in section .4.3 of this Agreement, including, but not limited to full
        acceleration of the vesting of the then-unvested portion of the Options granted
        to Executive (or any restricted shares received upon early exercise) and,
        continuance of Executive’s medical, disability and other benefits for a period
        of thirty six (36) months, as if Executive had continued in employment during
        said period, or in lieu thereof, 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 (or where such continuation would adversely affect the tax status
        of
        the plan pursuant to which the benefit is being provided) under applicable
        law
        or regulation; and any and all Change in Control Termination
        Payments..
  
 
 5.3  Anything
        in this Agreement to the contrary notwithstanding, in the event that it shall
        be
        determined that any payment or distribution by the Company to or for the
        benefit
        of Executive, whether paid or payable or distributed or distributable pursuant
        to the terms of this Agreement, including, without limitation, the Change
        of
        Control Termination Payment, or otherwise (the “Payment”), would constitute an
“excess parachute payment” within the meaning of Section 280G of the Internal
        Revenue Code of 1986, as amended (the “Code”), Executive shall be paid an
        additional amount (the “Gross-Up Payment”) such that the net amount retained by
        Executive after deduction of any excise tax imposed under Section 4999 of
        the
        Code, and any federal, state and local income and employment tax and excise
        tax
        imposed upon the Gross-Up Payment, and any interest and penalties imposed
        upon
        Executive, shall be equal to the Payment. For purposes of determining the
        amount
        of the Gross-Up Payment, Executive shall be deemed to pay federal income
        tax and
        employment taxes at the highest marginal rate of federal income and employment
        taxation in the calendar year in which the Gross-Up Payment is to be made
        and
        state and local income taxes at the highest marginal rate of taxation in
        the
        state and locality of Executive’s residence on the date of Payment, net of the
        maximum reduction in federal income taxes that may be obtained from the
        deduction of such state and local taxes.
 
 5.4  All
        determinations to be made under Section 5.3 shall be made by the Company’s
        independent public accountant (the “Accounting Firm”), which firm shall provide
        its determinations and any supporting calculations both to the Company and
        Executive within 10 days of the date of Payment. Any such determination by
        the
        Accounting Firm shall be binding upon the Company and Executive. Within five
        days after the Accounting Firm’s determination, the Company shall pay (or cause
        to be paid) or distribute (or cause to be distributed) to or for the benefit
        of
        Executive such amounts as are then due to Executive.
 
 5.5  In
        the
        event that upon any audit by the Internal Revenue Service, or by a state
        or
        local taxing authority, of the Payment or Gross-Up Payment, a change is finally
        determined to be required in the amount of taxes paid by Executive, appropriate
        adjustments shall be made under this Agreement such that the net amount which
        is
        payable to Executive after taking into account the provisions of Section
        4999 of
        the Code shall reflect the intent of the parties as expressed in Section
        5.3
        above, in the manner determined by the Accounting Firm.
 
 5.6  All
        of
        the fees and expenses of the Accounting Firm in performing the determinations
        referred to above shall be borne solely by the Company. The Company agrees
        to
        indemnify and hold harmless the Accounting Firm of and from any and all claims,
        damages and expenses resulting from or relating to its determinations above,
        except for claims, damages or expenses resulting from the gross negligence
        or
        willful misconduct of the Accounting Firm.
  6. CONFIDENTIAL
        AND PROPRIETARY INFORMATION
 
 6.1  Executive
        recognizes that his employment with the Company will involve contact with
        information of substantial value to the Company, which is not old and generally
        known in the trade, and which gives the Company an advantage over its
        competitors who do not know or use it, including but not limited to, techniques,
        designs, drawings, processes, inventions, developments, equipment, prototypes,
        sales and customer information, and business and financial information relating
        to the business, products, practices and techniques of the Company, (hereinafter
        referred to as “Confidential and Proprietary Information”). Executive will at
        all times regard and preserve as confidential such Confidential and Proprietary
        Information obtained by Executive from whatever source and will not, either
        during his employment with the Company or thereafter, publish or disclose
        any
        part of such Confidential and Proprietary Information in any manner at any
        time,
        or use the same except on behalf of the Company, without the prior written
        consent of the Company.
 
 7. ASSIGNMENT
        AND BINDING EFFECT.
 
 7.1  This
        Agreement shall be binding upon and inure to the benefit of Executive and
        Executive’s heirs, executors, personal representatives, assigns, administrators
        and legal representatives. Due to the unique and personal nature of Executive’s
        duties under this Agreement, neither this Agreement nor any rights or
        obligations under this Agreement shall be assignable by Executive. This
        Agreement shall be binding upon and inure to the benefit of the Company and
        its
        successors, assigns and legal representatives. The Company shall require
        any
        successor (whether direct or indirect, by purchase, merger, consolidation,
        reorganization or otherwise) to all or substantially all of the business
        or
        assets of the Company, by agreement in form and substance satisfactory to
        Executive, expressly to assume and agree to perform this Agreement in the
        same
        manner and to the same extent the Company would be required to perform it
        if no
        succession had taken place.
  
 
 8. NOTICES.
 
 8.1  All
        notices or demands of any kind required or permitted to be given by the Company
        or Executive under this Agreement shall be given in writing and shall be
        personally delivered (and receipted for) or mailed by certified mail, return
        receipt requested, postage prepaid, addressed as follows:
  8.1.1  If
        to the
        Company:
 
 NetSol
        Technologies, Inc.
 23901
        Calabasas Road, Suite 2072
 Calabasas,
        CA 91302
 Attn:
        General Counsel
 
 8.1.2  If
        to
        Executive:
 
 Najeeb
        Ghauri
 c/o
        NetSol Technologies, Inc.
 23901
        Calabasas Road, Suite 2072
 Calabasas,
        CA 91302
 
 Any
        such
        written notice shall be deemed received when personally delivered or three
        (3)
        days after its deposit in the United States mail as specified above. Either
        party may change its address for notices by giving notice to the other party
        in
        the manner specified in this section.
 
 9. TRADE
        SECRETS OF OTHERS.
 
 9.1  It
        is the
        understanding of both the Company and Executive that Executive shall not
        divulge
        to the Company and/or its subsidiaries any confidential information or trade
        secrets belonging to others, including Executive’s former employers, nor shall
        the Company and/or its affiliates seek to elicit from Executive any such
        information. Consistent with the foregoing, Executive shall not provide to
        the
        Company and/or its affiliates, and the Company and/or its affiliates shall
        not
        request, any documents or copies of documents containing such
        information.
 
 10. CHOICE
        OF
        LAW.
 
 10.1  This
        Agreement is made in Calabasas, California. This Agreement shall be construed
        and interpreted in accordance with the laws of the State of
        California.
  11. INTEGRATION.
 
 11.1  This
        Agreement contains the complete, final and exclusive agreement of the parties
        relating to the subject matter of this Agreement, and supersedes all prior
        oral
        and written employment agreements or arrangements between the parties.
  
  12. AMENDMENT.
 
 12.1  This
        Agreement cannot be amended or modified except by a written agreement signed
        by
        Executive and the Company.
 
 13. WAIVER.
 
 13.1  No
        term,
        covenant or condition of this Agreement or any breach thereof shall be deemed
        waived, except with the written consent of the party against whom the wavier
        is
        claimed, and any waiver or any such term, covenant, condition or breach shall
        not be deemed to be a waiver of any preceding or succeeding breach of the
        same
        or any other term, covenant, condition or breach.
 
 14. SEVERABILITY.
 
 14.1  The
        finding by a court of competent jurisdiction of the unenforceability, invalidity
        or illegality of any provision of this Agreement shall not render any other
        provision of this Agreement unenforceable, invalid or illegal. Such court
        shall
        have the authority to modify or replace the invalid or unenforceable term
        or
        provision with a valid and enforceable term or provision which most accurately
        represents the parties’ intention with respect to the invalid or unenforceable
        term or provision.
 
 15. INTERPRETATION;
        CONSTRUCTION.
 
 15.1  The
        headings set forth in this Agreement are for convenience of reference only
        and
        shall not be used in interpreting this Agreement. This Agreement has been
        drafted by legal counsel representing the Company, but Executive has been
        encouraged, and has consulted with, his own independent counsel and tax advisors
        with respect to the terms of this Agreement. The parties acknowledge that
        each
        party and its counsel has reviewed and revised, or had an opportunity to
        review
        and revise, this Agreement, and the normal rule of construction to the effect
        that any ambiguities are to be resolved against the drafting party shall
        not be
        employed in the interpretation of this Agreement.
 
 16. REPRESENTATIONS
        AND WARRANTIES.
 
 16.1  Executive
        represents and warrants that he is not restricted or prohibited, contractually
        or otherwise, from entering into and performing each of the terms and covenants
        contained in this Agreement, and that his execution and performance of this
        Agreement will not violate or breach any other agreements between Executive
        and
        any other person or entity.
 
 17. LITIGATION
        COSTS.
 
 17.1  Should
        any litigation, arbitration, or administrative action be commenced between
        the
        parties or their personal representatives concerning any provision of this
        agreement or the rights and duties of any person in relation to this agreement,
        the party or parties prevailing in such action shall be entitled, in addition
        to
        such other relief as may be granted to a reasonable sum as and for that party’s
        attorney’s fees in such litigation which shall be determined by the court,
        arbitrator, or administrative agency, in such action or in a separate action
        brought for that purpose.
 
 18. COUNTERPARTS.
 
 18.1  This
        Agreement may be executed in two counterparts, each of which shall be deemed
        an
        original, all of which together shall constitute one and the same
        instrument.
 
 19. ARBITRATION.
 
 19.1  To
        ensure
        rapid and economical resolution of any disputes which may arise under this
        Agreement, Executive and the Company agree that any and all disputes or
        controversies of any nature whatsoever, arising from or regarding the
        interpretation, performance, enforcement or breach of this Agreement shall
        be
        resolved by confidential, final and binding arbitration (rather than trial
        by
        jury or court or resolution in some other forum) to the fullest extent permitted
        by law. Any arbitration proceeding pursuant to this Agreement shall be conducted
        by the American Arbitration Association (“AAA”) in Los Angeles under the then
        existing AAA arbitration rules. If for any reason all or part of this
        arbitration provision is held to be invalid, illegal, or unenforceable in
        any
        respect under any applicable law or rule in any jurisdiction, such invalidity,
        illegality or unenforceability will not effect any other portion of this
        arbitration provision or any other jurisdiction, but this provision will
        be
        reformed, construed and enforced in such jurisdiction as if such invalid,
        illegal or unenforceable part or parts of this provision had never been
        contained herein, consistent with the general intent of the parties insofar
        as
        possible.
  
  20. PAYMENTS.
        Any amount hereunder not paid when due shall be subject until paid to an
        interest charge equal to the lesser of (i) one-and-one-half percent of the
        amount due per month and (ii) the highest rate allowable by applicable law.
        The
        late-paying party shall pay all of the other party’s costs and expenses
        (including reasonable attorney’s fees) to collect any amount due.
  IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        first
        above written.
  NETSOL
                    TECHNOLOGIES, INC.By:
                /s/
                    Patti L. W. McGlasson
                
                By:
                /s/
                    Tina GilgerPatti
                    L. W. McGlasson
                
                
                Tina
                    GilgerIts:
                    Corporate Secretary
                Its:
                    Chief Financial OfficerDated:
                    January 1, 2007
                Dated:
                    January 1, 2007
  EXECUTIVE:
  /s/
        Najeeb Ghauri
 
 NAJEEB
        GHAURI
 
 Dated:  January
        1, 2007