Certification Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 302 of The Sarbanes-Oxley Act of 2002


I, Najeeb Ghauri, certify that:

1.    I have reviewed this annual report on Form 10-KSB/A of NetSol
      Technologies, Inc.;

2.    Based on my knowledge, this annual 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 annual 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 annual
      report.

4.    NetSol Technologies, Inc.'s other certifying officer 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 NetSol
      Technologies, Inc. and have:

            a.    Have caused such disclosure controls and procedures to be
                  designed under our supervision, to ensure that material
                  information relating to NetSol Technologies, Inc., 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; and,

            b.    Evaluated the effectiveness of NetSol Technologies, Inc.'s
                  disclosure controls and procedures and present 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.


Date: July 21, 2004                   /s/ Najeeb Ghauri
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                                          Najeeb Ghauri
                                          Chief Financial Officer