Exhibit 31.2

                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 interim report on Form 10-QSB of NetSol
            Technologies, Inc.;

      2.    Based on my knowledge, this interim 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 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. is made
                  known to us by others within this entity, 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, and the date of this report, based on such
                  evaluation.

Date:  November 7, 2004             /s/ Najeeb Ghauri
                                    -----------------------------------
                                        Najeeb Ghauri
                                        Chief Financial Officer