AMENDMENT
TO EMPLOYMENT AGREEMENT

    


    This
Amendment (“Amendment”) to the Employment Agreement by and between NetSol
Technologies, Inc. (“Netsol” or the “Company”) and Patti L. W. McGlasson
(“Executive”), dated May 1, 2006 (the “Employment Agreement”) is entered into
effective as of April 1, 2010, 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
2.1 of the Employment Agreement is modified to eliminate any post-termination
restrictions on competition as is mandated by California law and accordingly
section 2.2 is modified to read:

    


    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 her employment:

    


    Section
3.1 shall be amended to read as follows:

    


    3.1           The
Company shall pay Executive a base salary of One Hundred Thirty Thousand Dollars
($130,000) 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.

    


    Section
3.6 shall be amended to read as follows:

    


    3.6           Executive
shall receive the standard vacation pursuant to the Company’s vacation policy
but no less than 4 weeks vacation per annum.

    


    A new
section 3.9 shall be added to read as follows:

    


    3.9           Executive
shall be granted forty thousand shares (40,000) of common stock to vest in equal
25% tranches (10,000) upon the conclusion of each quarter of
service.  The shares are granted from the Company’s 2008 Equity
Incentive Plan.  Executive shall be deemed to have earned the initial
10,000 shares on June 30, 2010; the next 10,000 on September 30, 2010; the next
10,000 on December 31, 2010 and the final 10,000 shares on March 31,
2011.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
Amendment is agreed to on May 10, 2010, and shall become effective as of the date
first written above.

    
       

    

    
      	
              Employee

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By:  

            	
                 /s/ Patti L. W.
      McGlasson

            	 
      	 
      	 
      
	 
      	
              Patti
      L. W. McGlasson

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              NetSol
      Technologies, Inc.

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
                 /s/Najeeb
      Ghauri

            	 
      	
              By:  

            	
                 /s/ Boo-Ali Siddiqui

            
	 
      	
              Najeeb
      Ghauri

            	 
      	 
      	
              Boo-Ali
      Siddiqui

            
	 
      	
              Chief
      Executive Officer

            	 
      	 
      	
              Chief
      Financial Officer