EXHIBIT 4.2

NUMBER W
WARRANT_____________

WARRANT TO PURCHASE ____________ SHARES
see reverse for certain definitions

                            NETSOL TECHNOLOGIES, INC.
                          COMMON STOCK PURCHASE WARRANT

will be void if not exercised prior to 11:59 P.M. Pacific Time on        , 200_.

THIS CERTIFIES THAT

FOR VALUE RECEIVED _______________, THE REGISTERED HOLDER ("HOLDER"), is
entitled to purchase from NetSol Technologies, Inc., a Nevada corporation (the
"Company") at any time after 9:00 A.M. Eastern Time on ________, _____ at the
purchase price per share of $___ (the "Warrant Price"), the number of shares of
Common Stock of the Company set forth above (the "Shares"). The Warrants expire
on _______, 200_. Holders will not have any rights or privileges of shareholders
of the Company prior to exercise of the Warrants. The Warrant evidenced hereby
may be exercised in whole or in part by presentation of this Warrant certificate
with the Purchase Form on the reverse side hereof fully executed (with a
signature guarantee as provided on the reverse side hereof) and simultaneous
payment of the Warrant Price (subject to adjustment) at the principal office of
the Company. Payment of such price shall be made at the option of the holder in
cash or by certified check or bank draft. The Warrants evidenced hereby are part
of a duly authorized issue of Common Stock Purchase Warrants with rights to
purchase an aggregate of up to ___________ shares of Common Stock of the
Company. Upon any partial exercise of the Warrant evidenced hereby, there shall
be countersigned and issued to the Holder a new Warrant Certificate in respect
of the Shares as to which the Warrants evidenced hereby shall not have been
exercised. This Warrant Certificate may be exchanged at the office of the
Company by surrender of this Warrant Certificate properly endorsed with a
signature guarantee either separately or in combination with one or more other
Warrants for one or more new Warrants to purchase the same aggregate number of
Shares as evidenced by the Warrant or Warrants exchanged. No fractional Shares
will be issued upon the exercise of rights to purchase hereunder, but the
Company shall pay the cash value of any fraction upon the exercise of one or
more Warrants. The Holder hereof may be treated by the Company and all other
persons dealing with this Warrant Certificate as the absolute owner hereof for
all purposes and as the person entitled to exercise the rights represented
hereby, any notice to the contrary notwithstanding, and until such transfer is
on such books, the Company may treat the Holder as the owner for all purposes.

DATED:                                   NETSOL TECHNOLOGIES, INC.


------------------------------------     ------------------------------
Patti L.W. McGlasson, Secretary          Naeem Ghauri, President



THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933, OR A
PRIOR OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, THAT REGISTRATION IS NOT
REQUIRED UNDER THAT ACT.

                              ELECTION TO PURCHASE

      The undersigned hereby elects irrevocably to exercise the within Warrant
and to purchase _______________________ shares of Common Stock of NetSol
Technologies, Inc. and hereby makes payment of $_________ (at the rate of $0.__)
per share) in payment of the Exercise Price pursuant hereto. Please issue the
shares as to which this Warrant is exercised in accordance with the instructions
given below.

      The undersigned represents and warrants that the exercise of the within
Warrant was solicited by the member firm of the National Association of
Securities Dealers, Inc. ("NASD") listed below. If not solicited by an NASD
member, please write "unsolicited" in the space below.


             ------------------------------------------------------
                  (Insert Name of NASD Member or "Unsolicited")


Dated:                 , 200_                Signature:
                                                       -------------------------

                     INSTRUCTIONS FOR REGISTRATION OF SHARES


Name (print)
            -----------------------------------


Address (print)
               -----------------------------------

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933, OR A
PRIOR OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, THAT REGISTRATION IS NOT
REQUIRED UNDER THAT ACT.