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-KS for the fiscal year ended June
30, 2009 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
      15, 2009
              /s/ Boo-Ali SiddiquiBoo-Ali
      SiddiquiChief
      Financial Officer