**AMENDMENT
        TO EMPLOYMENT AGREEMENT**
 
 This
        Amendment (“Amendment”) to the Employment Agreement by and between NetSol
        Technologies, Inc. (“Netsol” or the “Company”) and Salim 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 Two Hundred Twenty-Five Thousand
        Dollars ($225,000) 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 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 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
        Amendment is agreed to on February 11, 2008 and shall become effective as
        of the
        date first written above.






Employee




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