**AMENDMENT
      TO EMPLOYMENT AGREEMENT**





This
      Amendment (“Amendment”) to the Employment Agreement by and between NetSol
      Technologies, Inc. (“Netsol” or the “Company”) and Najeeb Ghauri (“Executive”),
      dated January 1, 2007 (the “Employment Agreement”) is entered into 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 Three Hundred Thousand Dollars
      ($300,000) 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 the Minimum Bonus Benchmark (as defined below),
      Executive 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.









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 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
      Amendment is agreed to on February 11, 2008, and shall become effective as
      of
      the date first written above.






Employee




By:Najeeb
                  GhauriNetSol
                  Technologies, Inc.By:
              
              
              By:Tina
                  Gilger
              
              
              Patti
                  L. W. McGlassonChief
                  Executive Officer
              
              
              Secretary