EXHIBIT 4.1

Number                                                          Shares


                            NETSOL TECHNOLOGIES, INC.

INCORPORATED UNDER THE LAWS                                     CUSIP
OF THE STATE OF NEVADA

THIS CERTIFIES THAT                                             ----------------


----------------

Is the owner of

      FULLY PAID AND NON-ASSESSABLE 25,000,000 AUTHORIZED SHARES COMMON SHARES,

                               PAR VALUE $001, OF
                            NETSOL TECHNOLOGIES, INC.

Transferable only on the books of the Company in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned and registered by the Transfer Agent and
Registrar.

IN WITNESS WHEREOF, the said Company has caused this Certificate to be executed
by the facsimile signatures of its duly authorized officers and to be sealed
with the facsimile seal of the Company.

Dated:


/s/ Patti L. W. McGlasson                                /s/ Naeem Ghauri
CORPORATE SECRETARY                COMPANY SEAL          CHIEF EXECUTIVE OFFICER



The Corporation will furnish to any stockholder upon request and without charge,
a statement of the powers, designations preferences and relative participating
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations restriction of such preferences and/or rights,
so far as the same shall have been fixed, and of the authority of the Board of
Directors to designate and fix any preferences, rights and limitations of any
wholly unissued series. Any such requests should be addressed to the Secretary
of the Corporation at its corporate headquarters.

KEEP THIS CERTIFICATE IN A SAFE PLACE, IF IT IS LOST, STOLEN OR DESTROYED THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the fact of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM      -as tenants in common
TEN ENT      -as tenants by the entireties
JT TEN       -as joint tenants with right of Survivorship

UNIF GIFT MIN ACT- _________ Custodian _________
                    (cust)              (minor)

            under Uniform Gifts to Minors Act ____________
                                                (state)

UNIF TRF MIN ACT- _________ Custodian __________
                    (cust)              (minor)

            under Uniform Transfers to Minors Act ____________
                                                     (state)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, ______________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


______________________________

--------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASIGNEE)
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Shares of the common stock represented by the within Certificate, and do hereby
irrevocably consent and appoint _________________________________ Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises



Dated:
      -----------------------

                                     X
                                       -----------------------------------------

                                     X
                                       -----------------------------------------
                                     NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
                                     MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
                                     UPON THE FACE OF THE CERTIFICATE IN EVERY
                                     PARTICULAR, WITHOUT ALTERATION OR
                                     ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed


By:
   -------------------------------------

The signature(s) must be guaranteed by an eligible guarantor institution (Banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program), Pursuant to S.E.C. Rule
17Ad-15